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Item 9A. Controls and Procedures

2023-02-06 compared with 2022-02-07 · 23 added, 30 removed, 154 unchanged (26% of the section changed)

44 unchanged sentences

OTHER INFORMATION

This Item is not applicable.

On February 2, 2023, it was agreed that the employment of Michelle H.

Hairston, Senior Vice President, Human Resources of the Company would end effective February 10, 2023.

Hairston will be eligible for separation benefits under the PulteGroup, Inc.

Executive Severance Policy, as described in the Company’s 2022 Definitive Proxy Statement filed with the Securities and Exchange Commission on March 22, 2022, based on a qualifying termination of employment without cause.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information required by this Item with respect to our executive officers is set forth in Item 4A of this Annual Report on Form 10-K.

Information required by this Item with respect to our executive officers is set forth in Part I, Item 1 of this Annual Report on Form 10-K.

Information required by this Item with respect to members of our Board of Directors and with respect to our audit committee will be contained in the Proxy Statement for the 2023 Annual Meeting of Shareholders (“2023 Proxy Statement”), which will be filed no later than 120 days after December 31, 2022, under the captions “Election of Directors” and “Committees of the Board of Directors - Audit Committee” and in the chart disclosing Audit Committee membership and is incorporated herein by this reference.

Information required by this Item with respect to compliance with Section 16(a) of the Securities Exchange Act of 1934 will be contained in the 2022 Proxy Statement under the caption “Delinquent Section 16(a) Reports,” and is incorporated herein by this reference.

Information required by this Item with respect to our code of ethics will be contained in the 2023 Proxy Statement under the caption “Corporate Governance - Governance Guidelines;

Code of Ethical Business Conduct;

Code of Ethics” and is incorporated herein by this reference.

Code of Ethics;

Prohibition on Hedging” and is incorporated herein by this reference.

Our code of ethics for principal officers, our code of ethical business conduct, our corporate governance guidelines, and the charters of the Audit, Compensation and Management Development, Nominating and Governance, and Finance and Investment committees of our Board of Directors are also posted on our website and are available in print, free of charge, upon request.

EXECUTIVE COMPENSATION

Information required by this Item will be contained in the 2022 Proxy Statement under the captions “2021 Executive Compensation” and “2021 Director Compensation” and is incorporated herein by this reference, provided that the Compensation and Management Development Committee Report shall not be deemed to be “filed” with this Annual Report on Form 10-K.

Information required by this Item will be contained in the 2023 Proxy Statement under the captions "Compensation Discussion and Analysis", "Compensation and Management Development Committee Report", "2022 Executive Compensation" and "2022 Director Compensation" and is incorporated herein by this reference, provided that the Compensation and Management Development Committee Report shall not be deemed to be “filed” with this Annual Report on Form 10-K.

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

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and Computershare Trust Company, N.A., as rights agent (Incorporated by reference to Exhibit 4.1 of PulteGroup, Inc.’s Current Report on Form 8-K, filed with the SEC on May 11, 2020)

(g) Description of the Registrant's Securities (Incorporated by reference to Exhibit 4(g) of our current report on Form 10-K filed with the SEC on February 2, 2021)

(g) F ifth Amendment to Amended and Restated Section 382 Rights Agreement, dated as of M arch 10 , 202 2 , between PulteGroup, Inc.

and Computershare Trust Company, N.A., as rights agent (Incorporated by reference to Exhibit 4.1 of PulteGroup, Inc.’s Current Report on Form 8-K, filed with the SEC on Ma rch 11, 202 2 )

(h) Description of the Registrant's Securities (Filed herewith)

(10) (a) PulteGroup, Inc.

401(k) Plan (Incorporated by reference to Exhibit 4.3 of our Registration Statement on Form S-8, No.

333-115570) *

(b) PulteGroup, Inc.

2019 Senior Management Incentive Plan (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K, filed with the SEC on February 8, 2019)*

(b) PulteGroup, Inc.

Long-Term Incentive Program (Incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K, filed with the SEC on May 20, 2008) *

(d) PulteGroup, Inc.

2013 Stock Incentive Plan (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K, filed with the SEC on May 13, 2013) *

(d) PulteGroup, Inc.

2022 Stock Incentive Plan ( I ncorporated by reference to Appendix III to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on March 22, 2022) *

(e) Amendment Number One to the PulteGroup, Inc.

1 unchanged sentence

(f) Amendment Number Two to the PulteGroup, Inc.

2013 Stock Incentive Plan dated December 3, 2020 ( I ncorporated by refe r e nce to Exhibit 10 ( k) of our Annual Rep ort on Form 10-K for the year ended December 31, 2020 ) *

2013 Stock Incentive Plan dated December 3, 2020 (Incorporated by reference to Exhibit 10(k) of our Annual Report on Form 10-K for the year ended December 31, 2020 ) *

(g) Form of Restricted Stock Unit Award Agreement (as Amended) under PulteGroup, Inc.

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(i) PulteGroup, Inc.

Deferred Compensation Plan For Non-Employee Directors, as amended and restated effective as of December 31, 2021 ( Fi led herewi th ) *

Deferred Compensation Plan For Non-Employee Directors, as amended and restated effective as of December 31, 2021 (Incorporated by reference to Exhibit 10(i) of our Annual Report on Form 10-K for the year ended December 31, 2021) *

(j) PulteGroup, Inc.

2 unchanged sentences

Amended Retirement Policy (Effective November 30, 2017) (Incorporated by reference to Exhibit 10(u) of our Annual Report on Form 10-K for the year ended December 31, 2017) *

(l) Second Amended and Restated Credit Agreement dated June 22, 2018 among PulteGroup, Inc., as Borrower, Bank of America, N.A., as Administrative Agent, and the other Lenders party thereto (Incorporated by reference to Exhibit 10.1 of PulteGroup, Inc.'s Current Report on Form 8-K, filed with the SEC on June 22, 2018)

(m) First Amendment to Second Amended and Restated Credit Agreement dated as of July 30, 2021 among PulteGroup, Inc., as Borrower, Bank of America, N.A., as Administrative Agent, and the other Lenders party thereto (Incorporated by reference to Exhibit 10(b) of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 )

(n) Amended and Restated Master Repurchase Agreement dated September 4, 2015, among Comerica Bank, as Agent, Lead Arranger and a Buyer, the other Buyers party hereto and Pulte Mortgage LLC, as Seller (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K, filed with the SEC on September 8, 2015)

(o) Second Amendment to Amended and Restated Master Repurchase Agreement dated June 24, 2016 (Incorporated by reference to Exhibit 10.1 of PulteGroup, Inc.'s Current Report on Form 8-K, filed with the SEC on June 29, 2016)

(p) Third Amendment to Amended and Restated Master Repurchase Agreement dated August 15, 2016 (Incorporated by reference to Exhibit 10.1 of PulteGroup, Inc.'s Current Report on Form 8-K, filed with the SEC on August 17, 2016)

(q) Fourth Amendment to Amended and Restated Master Repurchase Agreement dated December 27, 2016 (Incorporated by reference to Exhibit 10.1 of PulteGroup, Inc.'s Current Report on Form 8-K, filed with the SEC on December 29, 2016)

(r) Fifth Amendment to Amended and Restated Master Repurchase Agreement dated August 14, 2017 (Incorporated by reference to Exhibit 10.1 of PulteGroup, Inc.'s Current Report on Form 8-K, filed with the SEC on August 15, 2017)

(s) Sixth Amendment to Amended and Restated Master Repurchase Agreement dated August 3, 2018 (Incorporated by reference to Exhibit 10.1 of PulteGroup, Inc.'s Current Report on Form 8-K, filed with the SEC on August 9, 2018)

(t) Ninth Amendment to Amended and Restated Master Repurchase Agreement dated August 1, 2019 (Incorporated by reference to Exhibit 10.1 of PulteGroup, Inc.'s Current Report on Form 8-K, filed with the SEC on August 5, 2019)

(u) Tenth Amendment to Amended and Restated Master Repurchase Agreement dated August 7, 2019 (Incorporated by reference to Exhibit 10.1 of PulteGroup, Inc.'s Current Report on Form 8-K, filed with the SEC on August 9, 2019)

(v) Second Amended and Restated Master Repurchase Agreement dated July 30, 2020, among Comerica Bank, as Agent, Lead Arranger and a Buyer, the other Buyers party hereto and Pulte Mortgage LLC, as Seller (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K, filed with the SEC on August 3, 2020)

(w) Third Amended and Restated Master Repurchase Agreement, dated as of July 29, 2021, among Comerica Bank, as Agent, Lead Arranger and a Buyer, the other Buyers party thereto and Pulte Mortgage LLC, as Seller (incorporated by reference to Exhibit 10.1 of PulteGroup, Inc's Current Report on Form 8-K, filed with the SEC on July 30, 2021)

(x) Release, Non-Competition, Non-Solicitation and Confidentiality Agreement by and between PulteGroup, Inc.

(l) Third Amended and Restated Credit Agreement dated as of June 14, 2022 among PulteGroup, Inc., as Borrower, Bank of America, N.A., as Administrative Agent, and the other Lenders party thereto (Incorporated by reference to Exhibit 10 .1 of our Current Report on Form 8-K, filed with the SEC on June 1 6, 2022 )

(m) Fourth Amended and Restated Master Repurchase Agreement, dated as of July 2 8 , 202 2 , among Comerica Bank, as Agent, Lead Arranger and a Buyer, the other Buyers party thereto and Pulte Mortgage LLC, as Seller (incorporated by reference to Exhibit 10.1 of PulteGroup, Inc's Current Report on Form 8-K, filed with the SEC on July 29 , 202 2 )

(n) Release, Non-Competition, Non-Solicitation and Confidentiality Agreement by and between PulteGroup, Inc.

and Stephen Schlageter, dated as of May 8, 2020 (Incorporated by reference to Exhibit 10.1 of PulteGroup Inc.'s Current Report on Form 8-K, filed with the SEC on May 11, 2020) *

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101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF InlineXBRL Taxonomy Extension Definition Linkbase Document

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document

21 unchanged sentences

Anderson Member of Board of Directors }

Bryce Blair Non-Executive Chairman of Board of Directors }

Dreiling Member of Board of Directors }

Folliard Member of Board of Directors } /s/ Robert T.

Bryce Blair Member of Board of Directors }

Folliard Non-Executive Chairman of Board of Directors } /s/ Robert T.

O'Shaughnessy

8 unchanged sentences

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