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Item 9A. Controls and Procedures

2026-02-04 compared with 2025-02-06 · 34 added, 50 removed, 153 unchanged (35% of the section changed)

21 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, 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 consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated February 6, 2025 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated February 4, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

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OTHER INFORMATION

Due to the limited NOLs and other tax attributes remaining that would be affected by an “ownership change” under Section 382 of the Internal Revenue Code, the Board of Directors, at a meeting held on February 5, 2025, determined not to approve an amendment to extend the term of the Rights Plan beyond its expiration date of June 1, 2025 and determined to consider, at a future meeting of the Board of Directors, amendments to the provisions of the Company’s by-laws that prohibit certain transfers of our securities.

On February 4, 2026, the Company entered into a an Amended and Restated Credit Agreement credit facility with Bank of America, N.A., as Administrative Agent, and other Lenders party thereto.

The amendment (i) extended the maturity to February 4, 2031, (ii) increased total committed capacity to $ 1.75 billion, and (iii) expanded the uncommitted accordion feature to $ 750.0 million, providing for potential capacity of up to $ 2.5 billion, subject to customary conditions and additional lender commitments.

The foregoing description is qualified in its entirety by reference to the Amended and Restated Credit Agreement, which is filed as Exhibit 10(t) to this Annual Report on Form 10-K and is incorporated herein by reference.

During the fourth quarter of 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

27 unchanged sentences

Consolidated Statements of Operations for the years ended December 31, 202 5 , 202 4 , and 20 23

Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023, and 2022

Consolidated Statements of Shareholders' Equity for the years ended December 31, 202 5 , 202 4 , and 2023

14 unchanged sentences

(f) Certificate of Designation of Series A Junior Participating Preferred Shares, dated August 6, 2009 (Incorporated by reference to Exhibit 3(b) of our Registration Statement on Form 8-A, filed with the SEC on August 18, 2009)

(g) Certificate of Elimination of Series A Junior Participating Preferred Shares of PulteGroup, Inc., dated June 2, 2025 (Incorporated by reference to Exhibit 3.1 of PulteGroup, Inc.’s Current Report on Form 8-K, filed with the SEC on June 3, 2025).

(4) (a) Any instrument with respect to long-term debt, where the securities authorized thereunder do not exceed 10% of the total assets of PulteGroup, Inc.

1 unchanged sentence

The Company agrees to furnish a copy of such instruments to the SEC upon request.

(b) Amended and Restated Section 382 Rights Agreement, dated as of March 18, 2010, between PulteGroup, Inc.

and Computershare Trust Company, N.A., as rights agent, which includes the Form of Rights Certificate as Exhibit B thereto (Incorporated by reference to Exhibit 4 of PulteGroup, Inc.’s Registration Statement on Form 8-A/A, filed with the SEC on March 23, 2010)

(c) First Amendment to Amended and Restated Section 382 Rights Agreement, dated as of March 14, 2013, 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 March 15, 2013)

(d) Second Amendment to Amended and Restated Section 382 Rights Agreement, dated as of March 10, 2016, 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 March 10, 2016)

(e) Third Amendment to Amended and Restated Section 382 Rights Agreement, dated as of March 7, 2019, 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 March 7, 2019)

(f) Fourth Amendment to Amended and Restated Section 382 Rights Agreement, dated as of May 8, 2020, 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 May 11, 2020)

(g) Fifth Amendment to Amended and Restated Section 382 Rights Agreement, dated as of March 10, 2022, 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 March 11, 2022)

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

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

(10) (a) PulteGroup, Inc.

9 unchanged sentences

(f) Form of 2023 Restricted Stock Unit Award Agreement (as Amended) under PulteGroup, Inc.

2022 Stock Incentive Plan (Incorporated by reference to Exhibit 10(g) of our Annual Report on Form 10-K for the year ended December 31, 2023) *

(g) Form of 2023 Restricted Stock Unit Award Agreement (as Amended) under PulteGroup, Inc.

2022 Stock Incentive Plan (Incorporated by reference to Exhibit 10(h) of our Annual Report on Form 10-K for the year ended December 31, 2023) *

(g) Form of 2024 Restricted Stock Unit Award Agreement (as Amended) under PulteGroup, Inc.

2022 Stock Incentive Plan (Incorporated by reference to Exhibit 10(i) of our Annual Report on Form 10-K for the year ended December 31, 2023) *

(h) Form of 202 5 Restricted Stock Unit Award Agreement (as Amended) under PulteGroup, Inc.

2022 Stock Incentive Plan (Incorporated by reference to Exhibit 10(i) of our Annual Report on Form 10-K for the year ended December 31, 202 4 ) *

(i) Form of 2025 Restricted Stock Unit Award Agreement (as Amended) under PulteGroup, Inc.

2022 Stock Incentive Plan (Filed herewith) *

(j) Form of 2022 Long-term Incentive Program Award Agreement (as Amended) under PulteGroup, Inc.

2013 Stock Incentive Plan (Incorporated by reference to Exhibit 10(j) of our Annual Report on Form 10-K for the year ended December 31, 2023) *

(k) Form of 2023 Long-term Incentive Program Award Agreement (as Amended) under PulteGroup, Inc.

(i) Form of 2023 Long-term Incentive Program Award Agreement (as Amended) under PulteGroup, Inc.

2022 Stock Incentive Plan (Incorporated by reference to Exhibit 10(k) of our Annual Report on Form 10-K for the year ended December 31, 2023) *

(l) Form of 2024 Long-term Incentive Program Award Agreement (as Amended) under PulteGroup, Inc.

(j) Form of 2024 Long-term Incentive Program Award Agreement (as Amended) under PulteGroup, Inc.

2022 Stock Incentive Plan (Incorporated by reference to Exhibit 10(l) of our Annual Report on Form 10-K for the year ended December 31, 2023) *

(m) Form of 2025 Long-term Incentive Program Award Agreement (as Amended) under PulteGroup, Inc.

2022 Stock Incentive Plan (Filed herewith) *

(n) PulteGroup, Inc.

(k) Form of 2025 Long-term Incentive Program Award Agreement (as Amended) under PulteGroup, Inc.

2022 Stock Incentive Plan (Incorporated by reference to Exhibit 10( m ) of our Annual Report on Form 10-K for the year ended December 31, 2024) *

(l) PulteGroup, Inc.

Long Term Compensation Deferral Plan (As Amended and Restated Effective January 1, 2004) (Incorporated by reference to Exhibit 10(a) of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2006) *

(o) PulteGroup, Inc.

(m) PulteGroup, Inc.

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) *

(p) PulteGroup, Inc.

(n) PulteGroup, Inc.

Executive Severance Policy (Effective February 6, 2023) (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K, filed with the SEC on February 12, 2013) *

(q) PulteGroup, Inc.

(o) PulteGroup, Inc.

Amended Executive Severance Policy (Effective January 31, 2024) (Incorporated by reference to Exhibit 10(p) of our Annual Report on Form 10-K for the year ended December 31, 2023) *

(r) PulteGroup, Inc.

(p) PulteGroup, Inc.

Amended Retirement Policy (Effective May 12, 2021) (Incorporated by reference to Exhibit 10(q) of our Annual Report on Form 10-K for the year ended December 31, 2023) *

(s) PulteGroup, Inc.

(q) PulteGroup, Inc.

Amended Retirement Policy (Effective January 31, 2024) (Incorporated by reference to Exhibit 10(r) of our Annual Report on Form 10-K for the year ended December 31, 2023) *

(t) Form of Director and Officer Indemnification Agreement (Effective January 31, 2024) (Incorporated by reference to Exhibit 10(s) of our Annual Report on Form 10-K for the year ended December 31, 2023) *

(u) 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 16, 2022)

(v) Fourth Amended and Restated Master Repurchase Agreement, dated as of July 28, 2022, 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, 2022)

(w) Master Repurchase Agreement dated as of August 16, 2023, among JPMorgan Chase, 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 August 17, 2023)

(x) Second Omnibus Amendment and Joinder to Transaction Documents to Master Repurchase Agreement dated as of August 14, 2024, among JPMorgan Chase, 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 August 15, 2024)

(r) Form of Director and Officer Indemnification Agreement (Effective January 31, 2024) (Incorporated by reference to Exhibit 10(s) of our Annual Report on Form 10-K for the year ended December 31, 2023) *

(s) 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 16, 2022)

(t) Fourth Amended and Restated Credit Agreement dated as of February 4, 2026 among PulteGroup, Inc., as Borrower, Bank of America, N.A., as Administrative Agent, and the other Lenders party thereto (Filed herewith) **

(u) Master Repurchase Agreement dated as of August 16, 2023, among JPMorgan Chase, 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 August 17, 2023)

(v) Second Omnibus Amendment and Joinder to Transaction Documents to Master Repurchase Agreement dated as of August 14, 2024, among JPMorgan Chase, 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 August 15, 2024)

(w) Amendment No.

3 to Master Repurchase Agreement dated as of August 13, 2025, among JPMorgan Chase, 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 August 14, 2025)

(19) PulteGroup, Inc.

6 unchanged sentences

Marshall, President and Chief Executive Officer (Filed herewith)

(b) Rule 13a-14(a) Certification by Robert T.

O'Shaughnessy, Executive Vice President and Chief Financial Officer (Filed herewith)

(b) Rule 13a-14(a) Certification by James L.

Ossowski, Executive Vice President and Chief Financial Officer (Filed herewith)

(32) Certification Pursuant to 18 United States Code § 1350 and Rule 13a-14(b) of the Securities Exchange Act of 1934 (Furnished herewith)

9 unchanged sentences

* Indicates a management contract or compensatory plan or arrangement

** Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K.

A copy of any omitted schedules and/or exhibits will be furnished to the Securities and Exchange Commission upon request.

FORM 10-K SUMMARY

2 unchanged sentences

February 4, 2026 By:

/s/ Robert T.

O'Shaughnessy

Executive Vice President and Chief Financial Officer

1 unchanged sentence

February 4, 2026

Marshall /s/ Robert T.

O'Shaughnessy /s/ Brien P.

O'Shaughnessy

Marshall /s/ James L.

Ossowski /s/ Brien P.

Marshall James L.

President and Chief Executive Officer

6 unchanged sentences

Bryce Blair Member of Board of Directors }

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

O'Shaughnessy

Grisé Member of Board of Directors } Robert T.

O'Shaughnessy

Folliard Non-Executive Chairman of Board of Directors } /s/ James L.

Grisé Member of Board of Directors } James L.

Hawaux Member of Board of Directors } Executive Vice President and

Chief Financial Officer

Phillip Holloman Member of Board of Directors }

Peshkin Member of Board of Directors }

2 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