PulteGroup CEO surrenders shares for tax obligations

PulteGroup (PHM) CEO and President Ryan Marshall reported a tax-related share surrender.

Accepted by SEC EDGAR 02/03/2026 - 05:00 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

PulteGroup (PHM) CEO and President Ryan Marshall reported a tax-related share surrender. On February 2, 2026, he surrendered 27,598 shares of PulteGroup common stock to the company at $125.44 per share to cover tax obligations on vested restricted stock.

After this transaction, he directly owned 674,467 common shares. He also indirectly held 1,079.254 units of the PulteGroup Stock Fund in the company’s 401(k) plan, representing 2,585.326 shares of PulteGroup common stock as of February 2, 2026.

Insights

Equity compensation & insider trading analyst

CEO’s Form 4 shows routine tax withholding via share surrender, not an open‑market sale.

The filing shows PulteGroup CEO and President Ryan Marshall surrendered 27,598 common shares at $125.44 per share on February 2, 2026, coded as transaction type F. This code indicates shares withheld or tendered to the issuer to satisfy tax obligations on recently vested restricted stock.

Following the transaction he held 674,467 shares directly, plus 1,079.254 units of the company stock fund in the 401(k) plan, representing 2,585.326 shares as of February 2, 2026. Because the transaction is tax-related and not an open-market discretionary sale, it typically has neutral signaling value for investors.

Insider Trade Summary

Exercise Price or Tax Liability: 27,598 shares

Exercise Price or Tax Liability 1 txn

Insider MARSHALL RYAN

Role Chief Exec Officer, President

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	27,598	$125.44	$3.46M
Holding	Units	--	--	--

Holdings After Transaction: Common Stock — 674,467 shares (Direct); Units — 1,079.254 shares (Indirect, By 401(k) Plan)

Holdings Before and After: Common Stock, 702,065 to 674,467 shares (Direct)

Footnotes (2)

1. F1. Represents units of the PulteGroup, Inc. Stock Fund (the Fund) of the PulteGroup, Inc. 401(k) Plan. The Fund consists of cash and Common Stock in amounts that vary from time to time. The reporting person's units represent 2585.326 shares of PulteGroup, Inc. Common Stock held in the Fund as of February 02, 2026.
2. F2. These shares were surrendered to issuer to cover tax obligations on common shares on which the restrictions have lapsed.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did PulteGroup (PHM) CEO Ryan Marshall report?

Ryan Marshall reported surrendering 27,598 PulteGroup common shares to the company at $125.44 per share. The Form 4 notes these shares were tendered to cover tax obligations on restricted stock whose restrictions had recently lapsed.

Was the PulteGroup (PHM) CEO’s Form 4 transaction an open-market sale?

No. The Form 4 uses transaction code F, meaning shares were withheld or surrendered to the issuer for taxes. The footnote explains the 27,598 shares covered tax obligations on common shares whose restrictions had lapsed, not a discretionary market sale.

How many PulteGroup (PHM) shares does Ryan Marshall own after this transaction?

After the reported transaction, Ryan Marshall directly owned 674,467 PulteGroup common shares. In addition, he indirectly held 1,079.254 units of the PulteGroup Stock Fund in the 401(k) plan, representing 2,585.326 common shares as of February 2, 2026.

What price was used for the PulteGroup (PHM) CEO’s surrendered shares?

The 27,598 surrendered PulteGroup common shares were valued at $125.44 per share. This price is reported on the Form 4 as the transaction price associated with the tax-related share surrender to the issuer on February 2, 2026.

What does transaction code F mean in the PulteGroup (PHM) Form 4 filing?

Transaction code F indicates shares were withheld or surrendered to the issuer to pay taxes on equity awards. In this case, 27,598 PulteGroup shares were surrendered to cover tax obligations when restrictions on common stock lapsed for Ryan Marshall.

How many PulteGroup (PHM) shares are in the CEO’s 401(k) plan units?

The Form 4 states that 1,079.254 units of the PulteGroup Stock Fund in the 401(k) plan represent 2,585.326 PulteGroup common shares. This figure is explicitly measured as of February 2, 2026, and reflects the mix of stock and cash in the fund.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

MARSHALL RYAN

(Last) (First) (Middle)

3350 PEACHTREE ROAD NE, SUITE 1500

(Street)

ATLANTA GA 30326

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PULTEGROUP INC/MI/ [ PHM ]

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Exec Officer, President

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

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)
			Code	V	Amount	(A) or (D)	Price
Units								1,079.254(1)	I	By 401(k) Plan
Common Stock	02/02/2026		F		27,598(2)	D	$125.44	674,467	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents units of the PulteGroup, Inc. Stock Fund (the Fund) of the PulteGroup, Inc. 401(k) Plan. The Fund consists of cash and Common Stock in amounts that vary from time to time. The reporting person's units represent 2585.326 shares of PulteGroup, Inc. Common Stock held in the Fund as of February 02, 2026.

2. These shares were surrendered to issuer to cover tax obligations on common shares on which the restrictions have lapsed.

Remarks:

	/s/ Todd N. Sheldon, Attorney-in-Fact	02/03/2026
	** 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.
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