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Item 9A. Controls and Procedures

2025-01-24 compared with 2024-01-19 · 284 added, 155 removed, 124 unchanged (78% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

We have established disclosure controls and procedures to ensure that information we are required to disclose in the reports we file or submit under the Securities Exchange Act of 1934, as amended (“Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and accumulated and communicated to management, including our Chief Executive Officer (“Principal Executive Officer”) and Chief Financial Officer (“Principal Financial Officer”), as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of senior management, including our Principal Executive Officer and Principal Financial Officer, we evaluated our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act.

Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of November 30, 2023.

We have established disclosure controls and procedures to ensure that information we are required to disclose in the reports

we file or submit under the Securities Exchange Act of 1934, as amended (“Exchange Act”), is recorded, processed,

summarized and reported within the time periods specified in the SEC ’s rules and forms, and accumulated and communicated

to management, including our Chief Executive Officer (“ Principal Executive Officer ”) and Chief Financial Officer (“ Principal

Financial Officer ”), as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the

participation of senior management, including our Principal Executive Officer and Principal Financial Officer , we evaluated our

disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act.

on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and

procedures were effective as of November 30, 2024 .

Internal Control Over Financial Reporting

(a) Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with GAAP.

Our management recognizes that there are inherent limitations in the effectiveness of any internal control and that effective internal control over financial reporting may not prevent or detect misstatements.

In addition, because of changes in conditions, the effectiveness of internal control over financial reporting may vary over time.

Under the supervision and with the participation of senior management, including our Principal Executive Officer and Principal Financial Officer, we evaluated the effectiveness of our internal control over financial reporting based on the Internal Control — Integrated Framework (2013) established by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on the evaluation under that framework and applicable SEC rules, our management concluded that our internal control over financial reporting was effective as of November 30, 2023.

Ernst & Young LLP, the independent registered public accounting firm that audited our consolidated financial statements included in this annual report, has issued its report on the effectiveness of our internal control over financial reporting as of November 30, 2023, which is presented below.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such

term is defined in Rule 13a-15(f) under the Exchange Act.

Internal control over financial reporting is a process designed to

provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for

external reporting purposes in accordance with GAAP .

Our management recognizes that there are inherent limitations in the

effectiveness of any internal control and that effective internal control over financial reporting may not prevent or detect

misstatements.

In addition, because of changes in conditions, the effectiveness of internal control over financial reporting may

vary over time.

Under the supervision and with the participation of senior management, including our Principal Executive

Officer and Principal Financial Officer , we evaluated the effectiveness of our internal control over financial reporting based on

the Internal Control — Integrated Framework (2013) established by the Committee of Sponsoring Organizations of the

Treadway Commission.

Based on the evaluation under that framework and applicable SEC rules, our management concluded

that our internal control over financial reporting was effective as of November 30, 2024 .

Ernst & Young LLP, the independent registered public accounting firm that audited our consolidated financial statements

included in this annual report, has issued its report on the effectiveness of our internal control over financial reporting as of

November 30, 2024 , which is presented below.

(b) Report of Independent Registered Public Accounting Firm

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Opinion on Internal Control Over Financial Reporting

We have audited KB Home’s internal control over financial reporting as of November 30, 2023, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, KB Home (the Company) maintained, in all material respects, effective internal control over financial reporting as of November 30, 2023, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2023 consolidated financial statements of the Company and our report dated January 19, 2024 expressed an unqualified opinion thereon.

We have audited KB Home’s internal control over financial reporting as of November 30, 2024 , based on criteria

established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway

Commission (2013 framework) (the COSO criteria).

In our opinion, KB Home (the Company) maintained, in all material

respects, effective internal control over financial reporting as of November 30, 2024 , based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United

States) (PCAOB), the 2024 consolidated financial statements of the Company and our report dated January 24, 2025 expressed

an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its

assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual

Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal

control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Those standards require that we plan and

perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was

maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material

weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and

performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a

reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally

accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures

that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and

dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and

expenditures of the company are being made only in accordance with authorizations of management and directors of the

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or

disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate

because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LL P

Los Angeles, California

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As discussed above under Item 1A – Risk Factors in this report, we have invested significant resources over the past few years to develop and implement a new custom ERP system designed to improve the efficiency of our internal operational and administrative activities.

While the implementation is nearly completed, and the new ERP system has become an increasing component of our business, the related internal control over financial reporting has been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes.

We continue to rely upon a combination of our old and new ERP systems for financial statement reporting purposes.

Other than the new ERP system implementation, there have been no changes in our internal control over financial reporting during the quarter ended November 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no changes in our internal control over financial reporting during the quarter ended November 30, 2024

that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

None of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the quarter ended November 30, 2023, as such terms are defined under Item 408(a) of Regulation S-K.

None of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1

trading arrangement during the quarter ended November 30, 2024 , as such terms are defined under Item 408(a) of Regulation S-

Additionally, we did not adopt or terminate a Rule 10b5-1 trading arrangement during the quarter ended November 30,

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information for this item for executive officers is provided above in the Executive Officers of the Registrant section in this report.

The information for this item for executive officers is provided above in the Executive Officers of the Registrant section in

Except as stated below, the other information for this item will be provided to the extent applicable in the

“Corporate Governance and Board Matters,” “Election of Directors,” “Ownership of KB Home Securities” and “Annual Meeting, Voting and Other Information” sections in our 2024 Proxy Statement and is incorporated herein by this reference.

“Corporate Governance and Board Matters,” “Election of Directors,” “Ownership of KB Home Securities” and “Annual

Meeting, Voting and Other Information” sections in our 2025 Proxy Statement and is incorporated herein by this reference.

Ethics Policy

We have adopted an ethics policy for our directors, officers (including our principal executive officer, principal financial officer and principal accounting officer) and employees.

The ethics policy is available on our investor relations website at investor.kbhome.com.

We have adopted an ethics policy for our directors, officers (including our principal executive officer, principal financial

officer and principal accounting officer) and employees.

The ethics policy is available on our investor relations website at

investor.kbhome.com.

Stockholders may request a free copy of the ethics policy from:

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investorrelations@kbhome.com

Within the time period required by the SEC and the New York Stock Exchange, we will post on our investor relations website any amendment to our ethics policy and any waiver applicable to our principal executive officer, principal financial officer or principal accounting officer, or persons performing similar functions, and our other executive officers or directors.

Within the time period required by the SEC and the New York Stock Exchange, we will post on our investor relations

website any amendment to our ethics policy and any waiver applicable to our principal executive officer, principal financial

officer or principal accounting officer, or persons performing similar functions, and our other executive officers or directors.

Corporate Governance Principles

We have adopted corporate governance principles, which are available on our investor relations website.

Stockholders may request a free copy of the corporate governance principles from the address, phone number and e-mail address stated above under “Ethics Policy.”

Stockholders may

request a free copy of the corporate governance principles from the address, phone number and e-mail address stated above

under “Ethics Policy.”

Insider Trading Policy

We have adopted an insider trading policy and procedures applicable to our and our directors’, officers’ and employees’

purchase, sale or other disposition of our securities that we believe are reasonably designed to promote compliance with insider

trading laws, rules and regulations and New York Stock Exchange listing standards.

This policy and the procedures are set

forth in our Policy on Transactions in Company Securities included as Exhibit 19.1 to this report.

EXECUTIVE COMPENSATION

The information for this item will be provided in the “Corporate Governance and Board Matters” and “Compensation Discussion and Analysis” sections in our 2024 Proxy Statement and is incorporated herein by this reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Except as provided below, the information for this item will be provided in the “Ownership of KB Home Securities” section in our 2024 Proxy Statement and is incorporated herein by this reference.

The following table presents information as of November 30, 2023 with respect to shares of our common stock that may be issued under our existing equity compensation plans:

The information for this item will be provided in the “Corporate Governance and Board Matters” and “Compensation

Discussion and Analysis” sections in our 2025 Proxy Statement and is incorporated herein by this reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND

RELATED STOCKHOLDER MATTERS

Except as provided below, the information for this item will be provided in the “Ownership of KB Home Securities”

section in our 2025 Proxy Statement and is incorporated herein by this reference.

The following table presents information as of November 30, 2024 with respect to shares of our common stock that may be

issued under our existing equity compensation plans:

Equity Compensation Plan Information

Plan category Number of

Plan category

common shares to

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Equity compensation plans not approved by stockholders

Total 2,334,982 $ 15.50 8,245,553

(i) The number of shares in column (a) reflects outstanding stock options and 1,225,415 outstanding PSUs (at target amount) as of November 30, 2023, as described in Note 21 – Employee Benefit and Stock Plans in the Notes to Consolidated Financial Statements in this report.

For the outstanding PSUs, the number of shares approved for grant will depend on our performance on the applicable measures during the relevant performance periods, and we cannot predict the extent to which any shares under these awards will ultimately vest.

The weighted average exercise price in column (b) does not take into account the outstanding PSUs.

(i) The number of shares in column (a) reflects outstanding stock options and 1,156,049 outstanding PSUs (at target amount)

as of November 30, 2024 , as described in Note 21 – Employee Benefit and Stock Plans in the Notes to Consolidated

Financial Statements in this report.

For the outstanding PSUs, the number of shares approved for grant will depend on our

performance on the applicable measures during the relevant performance periods, and we cannot predict the extent to

which any shares under these awards will ultimately vest.

The weighted average exercise price in column (b) does not take

into account the outstanding PSUs.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information for this item will be provided in the “Corporate Governance and Board Matters” section in our 2024 Proxy Statement and is incorporated herein by this reference.

The information for this item will be provided in the “Corporate Governance and Board Matters” section in our 2025 Proxy

Statement and is incorporated herein by this reference.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information for this item will be provided in the “Independent Auditor Fees and Services” section in our 2024 Proxy Statement and is incorporated herein by this reference.

The information for this item will be provided in the “Independent Auditor Fees and Services” section in our 2025 Proxy

Statement and is incorporated herein by this reference.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

2 unchanged sentences

Financial Statement Schedules

Financial statement schedules have been omitted because they are not applicable or the required information is provided in the consolidated financial statements or notes thereto.

3.1 Restated Certificate of Incorporation, as amended, filed as an exhibit to our Current Report on Form 8-K dated April 7, 2009 (File No.

001-09195), is incorporated by reference herein.

3.2 Amended and Restated By-Laws of KB Home, as amended, filed as exhibit to our 2022 Annual Report on Form 10-K (File No.

Financial statement schedules have been omitted because they are not applicable or the required information is

provided in the consolidated financial statements or notes t hereto.

Restated Certificate of Incorporation, as amended, filed as an exhibit to our Current Report on Form 8-K dated

April 7, 2009 (File No.

001-09195), is incorporated by reference herein.

4.1 Indenture relating to our Senior Notes among us, the Guarantors party thereto and Sun Trust Bank, Atlanta, dated January 28, 2004, filed as an exhibit to our Registration Statement No.

333-114761 on Form S-4, is incorporated by reference herein.

4.2 Fifth Supplemental Indenture, dated August 17, 2007, relating to our Senior Notes by and between us, the Guarantors named therein, and the Trustee, filed as an exhibit to our Current Report on Form 8-K dated August 22, 2007 (File No.

Certificate of Correction of Restated Certificate of Incorporation, as amended .

Amended and Restated By-Laws of KB Home, as amended, filed as exhibit to our Current Report on Form 8-

K dated April 18, 2024 (File No.

001-09195), is incorporated by reference herein.

4.3 Sixth Supplemental Indenture, dated as of January 30, 2012, relating to our Senior Notes by and between us, the Guarantors named therein, and the Trustee, filed as an exhibit to our Current Report on Form 8-K dated February 2, 2012 (File No.

Indenture relating to our Senior Notes among us, the Guarantors party thereto and Sun Trust Bank, Atlanta,

dated January 28, 2004, filed as an exhibit to our Registration Statement No.

333-114761 on Form S-4, is

incorporated by reference herein.

Fifth Supplemental Indenture, dated August 17, 2007, relating to our Senior Notes by and between us, the

Guarantors named therein, and the Trustee, filed as an exhibit to our Current Report on Form 8-K dated

August 22, 2007 (File No.

001-09195), is incorporated by reference herein.

4.4 Seventh Supplemental Indenture, dated as of January 11, 2013, relating to our Senior Notes by and among us, the Guarantors named therein, and the Trustee, filed as an exhibit to our Current Report on Form 8-K dated January 11, 2013 (File No.

Sixth Supplemental Indenture, dated as of January 30, 2012, relating to our Senior Notes by and between us,

the Guarantors named therein, and the Trustee, filed as an exhibit to our Current Report on Form 8-K dated

February 2, 2012 (File No.

001-09195), is incorporated by reference herein.

4.5 Eighth Supplemental Indenture, dated as of March 12, 2013, by and among us, the Guarantors party thereto, the Additional Guarantors named therein and U.S.

Bank National Association, as Trustee, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended May 31, 2013 (File No.

Seventh Supplemental Indenture, dated as of January 11, 2013, relating to our Senior Notes by and among us,

the Guarantors named therein, and the Trustee, filed as an exhibit to our Current Report on Form 8-K dated

January 11, 2013 (File No.

001-09195), is incorporated by reference herein.

4.6 Ninth Supplemental Indenture, dated as of February 28, 2014, by and among us, the Guarantors party thereto, the Additional Guarantors named therein and U.S.

Bank National Association, as Trustee, filed as an exhibit to our Post-Effective Amendment No.

Eighth Supplemental Indenture, dated as of March 12, 2013, by and among us, the Guarantors party thereto,

the Additional Guarantors named therein and U.S.

Bank National Association, as Trustee, filed as an exhibit to

our Quarterly Report on Form 10-Q for the quarter ended May 31, 2013 (File No.

001-09195), is incorporated

by reference herein.

Ninth Supplemental Indenture, dated as of February 28, 2014, by and among us, the Guarantors party thereto,

the Additional Guarantors named therein and U.S.

Bank National Association, as Trustee, filed as an exhibit to

our Post-Effective Amendment No.

4 to Form S-3 Registration Statement (No.

333-176930), is incorporated by reference herein.

4.7 Tenth Supplemental Indenture, dated as of January 22, 2019, by and among us, the Guarantors party thereto, the Additional Guarantors named therein and U.S.

Bank National Association, as Trustee, filed as an exhibit to our 2018 Annual Report on Form 10-K (File No.

001-09195), is incorporated by reference herein.

4.8 Form of 6.875% Senior Notes due 2027, filed as an exhibit to our Current Report on Form 8-K dated February 20, 2019 (File No.

001-09195), is incorporated by reference herein.

4.9 Form of officers’ certificates and guarantors’ certificates establishing the form and terms of the 6.875% Senior Notes due 2027, filed as an exhibit to our Current Report on Form 8-K dated February 20, 2019 (File No.

333-176930), is incorporated

by reference herein.

Tenth Supplemental Indenture, dated as of January 22, 2019, by and among us, the Guarantors party thereto,

the Additional Guarantors named therein and U.S.

Bank National Association, as Trustee, filed as an exhibit to

our 2018 Annual Report on Form 10-K (File No.

001-09195), is incorporated by reference herein.

4.10 Form of 4.800% Senior Notes due 2029, filed as an exhibit to our Current Report on Form 8-K dated November 4, 2019 (File No.

Form of 6.875% Senior Notes due 2027, filed as an exhibit to our Current Report on Form 8-K dated February

20, 2019 (File No.

001-09195), is incorporated by reference herein.

4.11 Form of officers’ certificates and guarantors’ certificates establishing the form and terms of the 4.800% Senior Notes due 2029, filed as an exhibit to our Current Report on Form 8-K dated November 4, 2019 (File No.

Form of officers’ certificates and guarantors’ certificates establishing the form and terms of the 6.875% Senior

Notes due 2027, filed as an exhibit to our Current Report on Form 8-K dated February 20, 2019 (File No.

001-09195), is incorporated by reference herein.

4.12 Form of 4.00% Senior Notes due 2031, filed as an exhibit to our Current Report on Form 8-K dated June 9, 2021 (File No.

Form of 4.800% Senior Notes due 2029, filed as an exhibit to our Current Report on Form 8-K dated

November 4, 2019 (File No.

001-09195), is incorporated by reference herein.

4.13 Form of officers' certificate and guarantors' certificates establishing the form and terms of the 4.00% Senior Notes due 2031, filed as an exhibit to our Current Report on Form 8-K dated June 9, 2021 (File No.

Form of officers’ certificates and guarantors’ certificates establishing the form and terms of the 4.800% Senior

Notes due 2029, filed as an exhibit to our Current Report on Form 8-K dated November 4, 2019 (File No.

001-09195), is incorporated by reference herein.

4.14 Description of KB Home Common Stock Registered Under Section 12 of the Securities Exchange Act of 1934, filed as an exhibit to our 2019 Annual Report on Form 10-K (File No.

Form of 4.00% Senior Notes due 2031, filed as an exhibit to our Current Report on Form 8-K dated June 9,

2021 (File No.

001-09195), is incorporated by reference herein.

4.15 Amended Rights Agreement, effective as of April 8, 2021, made by and between KB Home and Computershare Inc., as Rights Agent, filed as Exhibit 4.1 to our Amended Registration Statement on Form 8-A/A dated April 13, 2021 (File No.

Form of officers' certificate and guarantors' certificates establishing the form and terms of the 4.00% Senior

Notes due 2031, filed as an exhibit to our Current Report on Form 8-K dated June 9, 2021 (File No.

001-09195), is incorporated by reference herein.

4.16 Eleventh Supplemental Indenture, dated as of January 20, 2022, by and among us, the Guarantors party thereto, the Additional Guarantors named therein and U.S.

Bank National Association, as Trustee, filed as an exhibit to Post-Effective Amendment No.

1 to the Registration Statement on Form S-3 (Registration Statement No.

Description of KB Home Common Stock Registered Under Section 12 of the Securities Exchange Act of

1934, filed as an exhibit to our 2019 Annual Report on Form 10-K (File No.

001-09195), is incorporated by

reference herein.

Eleventh Supplemental Indenture, dated as of January 20, 2022, by and among us, the Guarantors party

thereto, the Additional Guarantors named therein and U.S.

Bank National Association, as Trustee, filed as an

exhibit to Post-Effective Amendment No.

1 to the Registration Statement on Form S-3 (Registration Statement

333-239778) (File No.

001-09195), dated February 4, 2022, is incorporated by reference herein.

4.17 Form of 7.250% Senior Notes due 2030, filed as an exhibit to our Current Report on Form 8-K dated June 22, 2022 (File No.

001-09195), is incorporated by reference herein.

4.18 Form of officers’ certificate and guarantors’ certificates establishing the form and terms of the 7.250% Senior Notes due 2030, filed as an exhibit to our Current Report on Form 8-K dated June 22, 2022 (File No.

Form of 7.250% Senior Notes due 2030, filed as an exhibit to our Current Report on Form 8-K dated June 22,

2022 (File No.

001-09195), is incorporated by reference herein.

4.19 Twelfth Supplemental Indenture, dated as of January 19, 2023, by and among us, the Guarantors party thereto, the Additional Guarantor named therein and Regions Bank, as Trustee, filed as exhibit to our 2022 Annual Report on Form 10-K (File No.

Form of officers’ certificate and guarantors’ certificates establishing the form and terms of the 7.250% Senior

Notes due 2030, filed as an exhibit to our Current Report on Form 8-K dated June 22, 2022 (File No.

001-09195), is incorporated by reference herein.

10.1 KB Home Directors’ Legacy Program, as amended January 1, 1999, filed as an exhibit to our 1998 Annual Report on Form 10-K (File No.

Twelfth Supplemental Indenture, dated as of January 19, 2023, by and among us, the Guarantors party thereto,

the Additional Guarantor named therein and Regions Bank, as Trustee, filed as exhibit to our 2022 Annual

Report on Form 10-K (File No.

001-09195), is incorporated by reference herein.

10.2 Trust Agreement between Kaufman and Broad Home Corporation and Wachovia Bank, N.A.

as Trustee, dated as of August 27, 1999, filed as an exhibit to our 1999 Annual Report on Form 10-K (File No.

KB Home Directors’ Legacy Program, as amended January 1, 1999, filed as an exhibit to our 1998 Annual

Report on Form 10-K (File No.

001-09195), is incorporated by reference herein.

10.3* KB Home Nonqualified Deferred Compensation Plan with respect to deferrals prior to January 1, 2005, effective March 1, 2001, filed as an exhibit to our 2001 Annual Report on Form 10-K (File No.

KB Home Nonqualified Deferred Compensation Plan with respect to deferrals prior to January 1, 2005,

effective March 1, 2001, filed as an exhibit to our 2001 Annual Report on Form 10-K (File No.

001-09195), is

incorporated by reference herein.

KB Home Nonqualified Deferred Compensation Plan with respect to deferrals on and after January 1, 2005,

effective January 1, 2009, filed as an exhibit to our 2008 Annual Report on Form 10-K (File No.

is incorporated by reference herein.

10.4* KB Home Nonqualified Deferred Compensation Plan with respect to deferrals on and after January 1, 2005, effective January 1, 2009 (File No.

001-09195), filed as an exhibit to our 2008 Annual Report on Form 10-K, is incorporated by reference herein.

10.5* KB Home Change in Control Severance Plan, as amended and restated effective January 1, 2009, filed as an exhibit to our 2008 Annual Report on Form 10-K (File No.

KB Home Change in Control Severance Plan, as amended and restated effective January 1, 2009, filed as an

exhibit to our 2008 Annual Report on Form 10-K (File No.

001-09195), is incorporated by reference herein.

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Amendment No.

1 to the KB Home Death Benefit Only Plan, effective as of January 1, 2009, filed as an exhibit to our 2008 Annual Report on Form 10-K (File No.

1 to the KB Home Death Benefit Only Plan, effective as of January 1, 2009, filed as an

exhibit to our 2008 Annual Report on Form 10-K (File No.

001-09195), is incorporated by reference herein.

10.8* KB Home Retirement Plan, as amended and restated effective January 1, 2009, filed as an exhibit to our 2008 Annual Report on Form 10-K (File No.

KB Home Retirement Plan, as amended and restated effective January 1, 2009, filed as an exhibit to our 2008

Annual Report on Form 10-K (File No.

001-09195), is incorporated by reference herein.

Employment Agreement of Jeffrey T.

Mezger, dated February 28, 2007, filed as an exhibit to our Current Report on Form 8-K dated March 6, 2007 (File No.

Mezger, dated February 28, 2007, filed as an exhibit to our Current

Report on Form 8-K dated March 6, 2007 (File No.

001-09195), is incorporated by reference herein.

Amendment to the Employment Agreement of Jeffrey T.

Mezger, dated December 24, 2008, filed as an exhibit to our 2008 Annual Report on Form 10-K (File No.

001-09195), is incorporated by reference herein.

10.11* Policy Regarding Stockholder Approval of Certain Severance Payments, adopted July 10, 2008, filed as an exhibit to our Current Report on Form 8-K dated July 15, 2008 (File No.

001-09195), is incorporated by reference herein.

10.12* KB Home Executive Severance Plan, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended August 31, 2008 (File No.

001-09195), is incorporated by reference herein.

10.13 Amendment to Trust Agreement by and between KB Home and Wachovia Bank, N.A., dated August 24, 2009, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended August 31, 2009 (File No.

001-09195), is incorporated by reference herein.

10.14 Form of Indemnification Agreement, filed as an exhibit to our Current Report on Form 8-K dated April 2, 2010 (File No.

001-09195), is incorporated by reference herein.

Executive Severance Benefit Decisions, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended February 28, 2011 (File No.

001-09195), is incorporated by reference herein.

KB Home 2014 Equity Incentive Plan, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended February 28, 2014 (File No.

001-09195), is incorporated by reference herein.

Form of Stock Option Agreement under the KB Home 2014 Equity Incentive Plan, filed as an exhibit to our Current Report on Form 8-K dated October 14, 2014 (File No.

001-09195), is incorporated by reference herein.

Form of Performance Cash Award Agreement under the KB Home 2014 Equity Incentive Plan, filed as an exhibit to our Current Report on Form 8-K dated October 14, 2014 (File No.

001-09195), is incorporated by reference herein.

Form of Restricted Cash Award Agreement under the KB Home 2014 Equity Incentive Plan, filed as an exhibit to our Current Report on Form 8-K dated October 14, 2014 (File No.

Mezger, dated December 24, 2008, filed as an

exhibit to our 2008 Annual Report on Form 10-K (File No.

001-09195), is incorporated by reference herein.

Amended KB Home 2014 Equity Incentive Plan, effective April 7, 2016, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended May 31, 2016 (File No.

Policy Regarding Stockholder Approval of Certain Severance Payments, adopted July 10, 2008, filed as an

exhibit to our Current Report on Form 8-K dated July 15, 2008 (File No.

001-09195), is incorporated by

reference herein.

KB Home Executive Severance Plan, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter

ended August 31, 2008 (File No.

001-09195), is incorporated by reference herein.

Form of Restricted Stock Agreement under the Amended KB Home 2014 Equity Incentive Plan, filed as an exhibit to our 2018 Annual Report on Form 10-K (File No.

Executive Severance Benefit Decisions, filed as an exhibit to our Quarterly Report on Form 10-Q for the

quarter ended February 28, 2011 (File No.

001-09195), is incorporated by reference herein.

10.22 Fifth Amended and Restated KB Home Non-Employee Directors Compensation Plan, effective as of July 11, 2019, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended August 31, 2019 (File No.

KB Home 2014 Equity Incentive Plan, filed as an exhibit to our Quarterly Report on Form 10-Q for the

quarter ended February 28, 2014 (File No.

001-09195), is incorporated by reference herein.

Form of Performance-Based Restricted Stock Unit Award Agreement under the Amended KB Home 2014 Equity Incentive Plan, filed as an exhibit to our Current Report on Form 8-K dated October 13, 2020 (File No.

Form of Stock Option Agreement under the KB Home 2014 Equity Incentive Plan, filed as an exhibit to our

Current Report on Form 8-K dated October 14, 2014 (File No.

001-09195), is incorporated by reference

Form of Performance Cash Award Agreement under the KB Home 2014 Equity Incentive Plan, filed as an

exhibit to our Current Report on Form 8-K dated October 14, 2014 (File No.

001-09195), is incorporated by

reference herein.

Form of Restricted Cash Award Agreement under the KB Home 2014 Equity Incentive Plan, filed as an

exhibit to our Current Report on Form 8-K dated October 14, 2014 (File No.

001-09195), is incorporated by

reference herein.

Amended KB Home 2014 Equity Incentive Plan, effective April 7, 2016, filed as an exhibit to our Quarterly

Report on Form 10-Q for the quarter ended May 31, 2016 (File No.

001-09195), is incorporated by reference

Form of Restricted Stock Agreement under the Amended KB Home 2014 Equity Incentive Plan, filed as an

exhibit to our 2018 Annual Report on Form 10-K (File No.

001-09195), is incorporated by reference herein .

10.24 Second Amendment to the KB Home Nonqualified Deferred Compensation Plan, effective December 1, 2020, filed as an exhibit to our 2020 Annual Report on Form 10-K (File No.

Fifth Amended and Restated KB Home Non-Employee Directors Compensation Plan, effective as of July 11,

2019, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended August 31, 2019 (File

001-09195), is incorporated by reference herein.

10.25 Third Amendment to Trust Agreement by and between KB Home and Wells Fargo Bank, N.A., as Trustee, dated January 1, 2021, filed as an exhibit to our 2020 Annual Report on Form 10-K (File No.

Form of Performance-Based Restricted Stock Unit Award Agreement under the Amended KB Home 2014

Equity Incentive Plan, filed as an exhibit to our Current Report on Form 8-K dated October 13, 2020 (File No.

001-09195), is incorporated by reference herein .

10.26 Fourth Amendment to Trust Agreement by and between KB Home and Wells Fargo Bank, N.A., as Trustee, dated January 11, 2022, filed as an exhibit to our 2021 Annual Report on Form 10-K (File No.

Second Amendment to the KB Home Nonqualified Deferred Compensation Plan, effective December 1, 2020,

filed as an exhibit to our 2020 Annual Report on Form 10-K (File No.

001-09195), is incorporated by

reference herein.

Fourth Amended and Restated Revolving Loan Agreement, dated February 18, 2022, among us, the banks

party thereto and Citibank N.A., as Administrative Agent, filed as an exhibit to our Quarterly Report on Form

10-Q for the quarter ended February 28, 2022 (File No.

001-09195), is incorporated by reference herein .

10.27 Fourth Amended and Restated Revolving Loan Agreement, dated February 18, 2022, among us, the banks party thereto and Citibank N.A., as Administrative Agent, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended February 28, 2022 (File No.

Term Loan Agreement, dated as of August 25, 2022, among us, the banks party thereto, and Wells Fargo

Bank, National Association, as Administrative Agent, filed as an exhibit to our Quarterly Report on Form 10-

Q for the quarter ended August 31, 2022 (File No.

001-09195), is incorporated by reference herein .

10.28 Term Loan Agreement, dated as of August 25, 2022, among us, the banks party thereto, and Wells Fargo Bank, National Association, as Administrative Agent, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended August 31, 2022 (File No.

Amended and Restated KB Home 2014 Equity Incentive Plan, effective April 20, 2023, filed as an exhibit to

our Quarterly Report on Form 10-Q for the quarter ended May 31, 2023 (File No.

001-09195), is incorporated

by reference herein.

Amended and Restated KB Home 2014 Equity Incentive Plan Performance-Based Restricted Stock Unit

Award Agreement, filed as an exhibit to our Current Report on Form 8-K (File No.

001-09195) dated October

11, 2023, is incorporated by reference herein.

Amended and Restated KB Home 2014 Equity Incentive Plan, effective April 20, 2023, filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended May 31, 2023 (File No.

Amended and Restated KB Home 2014 Equity Incentive Plan Restricted Stock Award Agreement, filed as an

exhibit to our Current Report on Form 8-K (File No.

001-09195) dated October 11, 2023, is incorporated by

reference herein.

Form of Indemnification Agreement, filed as an exhibit to our Current Report on Form 8-K dated January 17,

2024 (File No.

001-09195), is incorporated by reference herein.

Amended and Restated KB Home 2014 Equity Incentive Plan Performance-Based Restricted Stock Unit Award Agreement , filed as an exhibit to our Current Report on Form 8-K (F ile No.

001-09195) dat ed October 11, 2023 , is incorporated by reference herein.

Amended and Restated KB Home 2014 Equity Incentive Plan Restricted Stock Award Agreement , filed as an exhibit to our Current Report on Form 8-K (File No.

001-09195) dated October 11, 2023, is incorporated by reference herein.

Policy on Transactions in Company Securities.

Subsidiaries of the Registrant .

2 unchanged sentences

Certification of Jeffrey T.

Mezger, Chairman, President and Chief Executive Officer of KB Home Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Mezger, Chairman and Chief Executive Officer of KB Home Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Jeff J.

Kaminski, Executive Vice President and Chief Financial Officer of KB Home Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .

Kaminski, Executive Vice President and Chief Financial Officer of KB Home Pursuant

to Section 302 of the Sarbanes-Oxley Act of 2002 .

Certification of Jeffrey T.

Mezger, Chairman, President and Chief Executive Officer of KB Home Pursuant to 18 U.S.C.

Mezger, Chairman and Chief Executive Officer of KB Home Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Jeff J.

Kaminski, Executive Vice President and Chief Financial Officer of KB Home Pursuant to 18 U.S.C.

Kaminski, Executive Vice President and Chief Financial Officer of KB Home Pursuant

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

KB Home C ompensation Recovery Policy.

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.

101.SCH Inline XBRL Taxonomy Extension Schema Document.

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.

KB Home Compensation Recovery Policy, filed as an exhibit to our 2023 Annual Report on Form 10-K (File

001-09195), is incorporated by reference herein.

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.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

2 unchanged sentences

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused

this report to be signed on its behalf by the undersigned, thereunto duly authorized.

/ S / JEFF J.

1 unchanged sentence

January 24, 2025

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature Title Date

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following

persons on behalf of the registrant and in the capacities and on the dates indicated:

/ S / JEFFREY T.

Chairman, President and

Chief Executive Officer

(Principal Executive Officer) January 19, 2024

Chairman and Chief Executive Officer

(Principal Executive Officer)

January 24, 2025

/ S / JEFF J.

1 unchanged sentence

Chief Financial Officer

(Principal Financial Officer) January 19, 2024

(Principal Financial Officer)

January 24, 2025

/ S / WILLIAM R.

1 unchanged sentence

Chief Accounting Officer

(Principal Accounting Officer) January 19, 2024

(Principal Accounting Officer)

January 24, 2025

/ S / JOSE M.

Director January 19, 2024

January 24, 2025

/ S / ARTHUR R.

Director January 19, 2024

January 24, 2025

/ S / DORENE C.

Director January 19, 2024

January 24, 2025

/ S / KEVIN P.

Director January 19, 2024

January 24, 2025

/ S / STUART A.

Director January 19, 2024

January 24, 2025

/ S / THOMAS W.

Director January 19, 2024

January 24, 2025

/ S / CHERYL J.

January 24, 2025

/ S / JODEEN A.

Director January 19, 2024

/ S / MELISSA LORA

Director January 19, 2024

/ S / BRIAN R.

Director January 19, 2024

January 24, 2025

/ S / JAMES C.

Director January 19, 2024

January 24, 2025

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.

What changed 10-K

Item 9A. Controls and Procedures