18 unchanged sentences
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: The information required by this item is set forth under the captions “Proposal One — Election of Directors,” “Corporate Governance and Board Matters” and “Delinquent Section 16(a) Reports,” if applicable, in the registrant’s definitive Proxy Statement for the 2024 Annual Meeting of Stockholders and incorporated herein by reference.
+Added: The information required by this item is set forth under the captions “Proposal One — Election of Directors,” “Corporate Governance and Board Matters” and “Delinquent Section 16(a) Reports” in the registrant’s definitive Proxy Statement for the 2025 Annual Meeting of Stockholders and incorporated herein by reference.
EXECUTIVE COMPENSATION
6 unchanged sentences
Outstanding Options,
−Removed: Warrants and Rights (b)
+Added: Warrants and Rights
Weighted-Average
1 unchanged sentence
Outstanding Options,
−Removed: Warrants and Rights (c)
+Added: Warrants and Rights
Number of Securities
9 unchanged sentences
______________
−Removed: (1) Amount includes outstanding stock option and restricted stock unit awards.
+Added: (1) Amount includes outstanding restricted stock unit awards.
The number of outstanding performance-based restricted stock unit awards is based on the target number of units granted.
−Removed: (2) Amount reflects the weighted average exercise price with respect to outstanding stock options and does not take into account outstanding restricted stock units, which do not have an exercise price.
+Added: (2) Restricted stock units have no exercise price.
(3) Amount includes 2,269,236 shares reserved for issuance under the Company’s Employee Stock Purchase Plan.
17 unchanged sentences
3.1 Certificate of Amendment of the Amended and Restated Certificate of Incorporation, as amended, of the Company, dated January 31, 2006, and the Amended and Restated Certificate of Incorporation, as amended, of the Company dated March 18, 1992 (incorporated by reference from Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2005, filed with the SEC on February 2, 2006).
−Removed: 3.2 Amended and Restated Bylaws of the Company (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2017).
+Added: 3.2 Amended and Restated Bylaws of the Company , effective as of August 23, 2024 (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 28, 2024 ).
4.1 See Exhibit 3.1.
4.2 Senior Debt Securities Indenture, dated as of October 10, 2019, among the Company and Branch Banking and Trust Company, as trustee (incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 10, 2019).
−Removed: 4.3 First Supplemental Indenture, dated as of October 10, 2019, among the Company, the guarantors named therein and Branch Banking an d Trust Company, as trustee, relating to the 2.500% Senior Notes Due 2024 issued by the Company (incorporated by reference from Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 10, 2019).
4.3 Second Supplemental Indenture, dated as of May 5, 2020, among the Company, the guarantors named therein and Branch Banking and Trust Company, as trustee, relating to the 2.600% Senior Notes Due 2025 issued by the Company (incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 5, 2020).
3 unchanged sentences
4.6 Fifth Supplemental Indenture, dated as of August 5, 2021, among the Company, the guarantors named therein and Truist Bank (formerly known as Branch Banking and Trust Company), as trustee (incorporated by reference from Exhibit 4.3 of the Company’s Current Report on Form 8-K filed with the SEC on August 5, 2021).
+Added: 4.7 Sixth Supplemental Indenture, dated as of August 14, 2024, among D.R.
+Added: Horton, Inc., the guarantors named therein and Truist Bank (formerly known as Branch Banking and Trust Company), as trustee, relating to the 5.000% Senior Notes due 2034 of D.R.
+Added: (incorporated by reference from Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 14, 2024).
Number Exhibit
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Bank National Association, as trustee (incorporated by reference from Exhibit 4.1 of Forestar’s Current Report on Form 8-K filed with the SEC on April 21, 2021).
−Removed: 4.10 Description of Securities (incorporated by reference from Exhibit 4.17 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2019, filed with the SEC on November 25, 2019).
+Added: 4.10 * Description of Securities.
10.1 Form of Indemnification Agreement between the Company and each of its directors and executive officers and schedules of substantially identical documents (incorporated by reference from Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 1995, filed with the SEC on November 22, 1995 (file number 1-14122);
23 unchanged sentences
10.17 † Form of Stock Award Agreement pursuant to the Company’s 2006 Stock Incentive Plan (incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 6, 2010).
+Added: 2024 Stock Incentive Plan, effective as of January 17, 2024 (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 18, 2024).
Supplemental Executive Retirement Plan No.
4 unchanged sentences
2018 Incentive Bonus Plan, dated November 6, 2018 (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 9, 2018).
−Removed: 10.22 † Executive Compensation Notice and Summary – Chairman, CEO, and Co-COOs (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 29, 2022).
−Removed: 10.23 † Form of Performance Restricted Stock Unit Agreement – Named Executive Officers (incorporated by reference from Exhibit 10.2 to the Company’s current Report on Form 8-K filed with the SEC on March 29, 2022).
−Removed: 10.24 † Summary of Executive Compensation Notification - Chairman, CEO and Co-COOs (fiscal 2023) (incorporated by reference from Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2022, filed with the SEC on November 18, 2022).
−Removed: 10.25 † Summary of Executive Compensation Notification - Other Executive Officer - CFO (fiscal 2023) (incorporated by reference from Exhibit 10.25 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2022, filed with the SEC on November 18, 2022).
−Removed: 10.26 † Summary of Director, Committee and Chairperson Compensation (fiscal 2023) (incorporated by reference from Exhibit 10.27 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2022, filed with the SEC on November 18, 2022).
−Removed: 10.27 *† Summary of Executive Compensation Notification - Executive Vice Chair, CEO, COO and CFO (fiscal 2024).
+Added: 10.23 † Summary of Executive Compensation Notification - Executive Vice Chair, CEO , COO and CFO (fiscal 2024) (incorporated by reference from Exhibit 10.2 7 to the Company’s Annual Report on Form 10-K for the year ended September 30, 202 3 , filed with the SEC on November 1 7 , 202 3 ).
+Added: 10.24 † Summary of Director Com pensation (fiscal 202 4 ) (incorporated by reference from Exhibit 10.2 8 to the Company’s Annual Report on Form 10-K for the year ended September 30, 202 3 , filed with the SEC on November 1 7 , 202 3 ).
+Added: 10.25 *† Summary of Executive Compensation Notification - Executive Chair man , CEO, COO and CFO (fiscal 202 5 ).
10.26 *† Summary of Director Compensation (fiscal 202 5 ) .
−Removed: 10.29 † Summary of Compensation Notification - Chairman of the Board and Strategic Advisor (fiscal 2024) (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 3, 2023).
10.27 Grantor Trust Agreement, dated June 21, 2002, by and between the Company and Wachovia Bank, National Association, as Trustee (incorporated by reference from Exhibit 10.34 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2002, filed with the SEC on December 13, 2002).
10.28 Credit Agreement, dated September 7, 2012, among the Company, the Lenders named therein and The Royal Bank of Scotland PLC, as Administrative Agent (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 10, 2012).
−Removed: Number Exhibit
10.29 Amendment No.1 to Credit Agreement, dated November 1, 2012, among the Company, The Royal Bank of Scotland PLC, as Administrative Agent, and the Lenders named therein (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 5, 2012).
3 unchanged sentences
3 to Credit Agreement, dated August 22, 2014 , by and among Company, The Royal Bank of Scotland PLC, as Administrative Agent, and the Lenders named therein (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 25, 2014).
+Added: Number Exhibit
10.32 Amendment No.
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Bank National Association, as Administrative Agent, Sole Book Runner, Lead Arranger, and a Buyer, and all other Buyers (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 28, 2017).
−Removed: Number Exhibit
10.43 Fifth Amendment to Second Amended and Restated Master Repurchase Agreement, dated February 23, 2018, among DHI Mortgage Company, Ltd., U.S.
4 unchanged sentences
Bank National Association, as Administrative Agent, Sole Book Runner, Lead Arranger, and a Buyer, and all other Buyers (incorporated by reference from Exhibit 10.44 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2019, filed with the SEC on November 25, 2019).
+Added: Number Exhibit
10.46 Eighth Amendment to Second Amended and Restated Master Repurchase Agreement, dated June 21, 2019, among DHI Mortgage Company, Ltd., U.S.
10 unchanged sentences
Bank National Association, as Administrative Agent, Sole Book Runner, Lead Arranger, and a Buyer, and all other buyers (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 21, 2023).
+Added: 10.52 Second Amendment to Fourth Amended and Restated Master Repurchase Agreement, dated February 16, 2024, among DHI Mortgage Company, Ltd., U.S.
+Added: Bank National Association, as Administrative Agent, Sole Book Runner, Lead Arranger, and a Buyer, and all other Buyers (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 21, 2024).
+Added: 10.53 Third Amendment to Fourth Amended and Restated Master Repurchase Agreement, dated August 29, 2024, among DHI Mortgage Company, Ltd., U.S.
+Added: Bank National Association, as Administrative Agent, Sole Book Runner, Lead Arranger, and a Buyer, and all other Buyers (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 3, 2024).
10.54 Amended and Restated Custody Agreement, dated March 1, 2013, by and between DHI Mortgage Company, Ltd.
2 unchanged sentences
and Royal Bank of Canada (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 10, 2023).
−Removed: 10.57 Credit Agreement, dated March 4, 2022, among DRH Rental, Inc., Mizuho Bank, Ltd., as A dministrative A gent and the L enders party thereto (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 7, 2022).
+Added: 10.56 Credit Agreement, dated March 4, 2022, among DRH Rental, Inc., Mizuho Bank, Ltd., as Administrative Agent and the Lenders party thereto (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 7, 2022).
10.57 Amendment No.
−Removed: 1 to Credit Agreement, dated October 10 , 202 3 , among DRH Rental, Inc., Mizuho Bank, Ltd., as A dministrative A gent and the L enders party thereto (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 12, 2023).
−Removed: Number Exhibit
−Removed: 10.59 Stockholder’s Agreement dated June 29, 2017 by and between the Company and Forestar Group Inc.
−Removed: (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 29, 2017).
+Added: 1 to Credit Agreement, dated October 10, 2023, among DRH Rental, Inc., Mizuho Bank, Ltd., as Administrative Agent and the Lenders party thereto (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 12, 2023).
+Added: 10.58 Amended and Restated Stockholder’s Agreement , dated October 28, 2024 , by and between the Company and Forestar Group Inc.
+Added: (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 1, 2024).
10.59 Master Supply Agreement , dated June 29, 2017 , by and between the Company and Forestar Group Inc.
(incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 29, 2017).
+Added: Number Exhibit
10.60 Credit Agreement, dated August 16, 2018, among Forestar Group Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 of Forestar’s Current Report on Form 8-K filed with the SEC on August 17, 2018).
5 unchanged sentences
3 to Credit Agreement, dated October 28, 2022 by and among Forestar Group Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the Lenders named therein (incorporated by reference from Exhibit 10.1 to Forestar’s Current Report on Form 8-K filed with the SEC on November 1, 2022).
+Added: 19.1 * Insider Trading Policy.
21.1 * Subsidiaries of D.R.
22.1 * List of Guarantor Subsidiaries.
−Removed: 23.1 * Consent of Ernst & Young LLP, Dallas, Texas.
+Added: 23.1 * Consent of Ernst & Young LLP, Fort Worth, Texas.
31.1 * Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
2 unchanged sentences
32.2 * Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: Clawback Policy (effective October 2, 2023).
+Added: Clawback Policy (effective October 2, 2023) (incorporated by reference from Exhibit 97.1 to the Company's Annual Report on Form 10-K for the year ended September 30, 2023, filed with the SEC on November 17, 2023).
101.INS ** XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
14 unchanged sentences
Signature Title Date
+Added: Auld Executive Chairman and Director November 19, 2024
Romanowski President and Chief Executive Officer and Director
4 unchanged sentences
(Principal Accounting Officer) November 19, 2024
−Removed: /s/ Donald R.
−Removed: Horton Chairman and Director November 17, 2023
−Removed: Auld Executive Vice Chair and Director November 17, 2023
/s/ Barbara K.
5 unchanged sentences
Director November 19, 2024
+Added: Chad Crow Director November 19, 2024
+Added: /s/ Elaine D.
+Added: Crowley Director November 19, 2024
/s/ Maribess L.
Miller Director November 19, 2024
+Added: /s/ Barbara R.
+Added: Smith Director November 19, 2024
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.