KB Home (NYSE: KBH) EVP gets PSU stock grant, surrenders shares for tax

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

KB Home executive vice president and general counsel Brian J. Woram reported equity compensation activity involving the company’s common stock. He acquired 42,330 shares at no cost through the vesting of performance-based restricted stock units originally granted in November 2022. The number of vested shares was determined by KB Home’s cumulative adjusted earnings per share, average adjusted return on invested capital, and revenue growth relative to a peer group over the performance period from December 1, 2022 to November 30, 2025. To cover tax withholding obligations from this vesting, Woram disposed of 21,538 shares back to KB Home at $65.30 per share, a tax-withholding disposition rather than an open-market sale. After these transactions, he directly owned 214,569 shares of KB Home common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Woram Brian J

Role EVP and General Counsel

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	42,330	$0.00	--
Tax Withholding	Common Stock	21,538	$65.30	$1.41M

Holdings After Transaction: Common Stock — 236,107 shares (Direct)

Footnotes (1)

Represents shares of common stock granted pursuant to the vesting of performance-based restricted stock units ("PSUs") that were initially awarded to the reporting person on November 14, 2022. The management development and compensation committee of the issuer's board of directors determined the number of vested shares based on the issuer's achieving certain levels of cumulative adjusted earnings per share, average adjusted return on invested capital, and revenue growth (relative to a peer group) over the three-year period of December 1, 2022 to November 30, 2025, per the terms of the PSUs. Disposition of common stock to the issuer solely to cover tax withholding obligations arising from the grant of common stock pursuant to the above-described vesting of PSUs.

Form 4 Insider Transactions: What Each Field Means →

02/24/2026 - 04:56 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Woram Brian J

(Last)

(First)

(Middle)

C/O KB HOME, 10990 WILSHIRE BLVD.

7TH FLOOR

(Street)

LOS ANGELES

90024

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KB HOME [ KBH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/20/2026		A		42,330⁽¹⁾	A	$0	236,107	D
Common Stock	02/20/2026		F		21,538⁽²⁾	D	$65.3	214,569	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares of common stock granted pursuant to the vesting of performance-based restricted stock units ("PSUs") that were initially awarded to the reporting person on November 14, 2022. The management development and compensation committee of the issuer's board of directors determined the number of vested shares based on the issuer's achieving certain levels of cumulative adjusted earnings per share, average adjusted return on invested capital, and revenue growth (relative to a peer group) over the three-year period of December 1, 2022 to November 30, 2025, per the terms of the PSUs.

2. Disposition of common stock to the issuer solely to cover tax withholding obligations arising from the grant of common stock pursuant to the above-described vesting of PSUs.

Remarks:

	Tony Richelieu, Attorney-in-Fact for Brian J. Woram	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did KBH executive Brian J. Woram report?

Brian J. Woram reported receiving a grant of 42,330 KB Home common shares from vested performance-based restricted stock units and disposing of 21,538 shares back to the company to cover tax withholding obligations arising from that vesting, leaving him with 214,569 directly owned shares.

Was the KBH insider activity an open-market stock sale?

No, the KBH insider activity was not an open-market sale. The 21,538 shares were surrendered to KB Home solely to satisfy tax withholding obligations related to the vesting of performance-based restricted stock units, rather than being sold on the public market.

How many KBH shares did Brian J. Woram acquire from PSU vesting?

Brian J. Woram acquired 42,330 KB Home common shares through the vesting of performance-based restricted stock units. These PSUs were originally awarded on November 14, 2022, and vested based on multi-year performance metrics tied to adjusted earnings per share, return on invested capital, and revenue growth.

What performance metrics determined the KBH PSU vesting for Woram?

The KBH PSU vesting for Woram depended on cumulative adjusted earnings per share, average adjusted return on invested capital, and revenue growth relative to a peer group, measured over the period from December 1, 2022 to November 30, 2025, as specified in the original performance-based restricted stock unit terms.

How many KBH shares does Brian J. Woram own after these transactions?

After the reported transactions, Brian J. Woram directly owns 214,569 KB Home common shares. This figure reflects the net effect of receiving 42,330 shares from vested performance-based restricted stock units and surrendering 21,538 shares back to KB Home to satisfy related tax withholding requirements.

What price was used for KBH shares disposed to cover taxes?

The KBH shares disposed to cover taxes were valued at $65.30 per share. A total of 21,538 common shares were delivered back to KB Home at this price solely to satisfy tax withholding obligations from the vesting of performance-based restricted stock units.