PulteGroup (NYSE: PHM) EVP gets stock award, surrenders shares for taxes

Rhea-AI Filing Summary

PulteGroup executive vice president Robert O'Shaughnessy reported multiple stock transactions in PulteGroup, Inc. common stock. On February 4, 2026, he received 32,795 shares at $0 per share, fully vested and exercisable, to settle a stock-settled performance award under the PulteGroup, Inc. 2019 Senior Management Incentive Plan, bringing his holdings to 89,849 shares.

On the same date, 14,644 shares were surrendered to the issuer at $130.865 per share to cover tax obligations on shares whose restrictions had lapsed, reducing his position to 75,205 shares. He then received an additional 4,114 shares at $0 per share, increasing his directly held ownership to 79,319 shares of PulteGroup common stock.

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

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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^*

OShaughnessy Robert

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Exec. VP

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2026

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
Common Stock	02/04/2026		A		32,795(1)(2)	A	$0	89,849	D
Common Stock	02/04/2026		F		14,644(3)	D	$130.865	75,205	D
Common Stock	02/04/2026		A		4,114	A	$0	79,319	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. These shares are fully vested and exercisable.

2. These shares were granted to settle a stock-settled performance award under the PulteGroup, Inc. 2019 Senior Management Incentive Plan.

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

Remarks:

	/s/ Graham B. Overton, Attorney-in-Fact	02/06/2026
	** 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).
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FAQ

What insider transactions did PulteGroup (PHM) executive Robert O'Shaughnessy report?

Robert O'Shaughnessy reported receiving PulteGroup stock and surrendering shares for taxes. He was granted 32,795 fully vested shares and 4,114 additional shares, and surrendered 14,644 shares to cover tax obligations tied to lapsed restrictions on common stock awards.

How many PulteGroup (PHM) shares does Robert O'Shaughnessy hold after these Form 4 transactions?

After the reported transactions, Robert O'Shaughnessy directly holds 79,319 shares of PulteGroup common stock. This figure reflects stock grants received on February 4, 2026 and shares surrendered to the issuer to satisfy related tax withholding obligations on previously restricted shares.

What was the purpose of the 32,795 PulteGroup (PHM) shares granted to Robert O'Shaughnessy?

The 32,795 PulteGroup shares were granted to settle a stock-settled performance award. They were issued under the PulteGroup, Inc. 2019 Senior Management Incentive Plan and are fully vested and exercisable, representing equity compensation tied to senior management performance criteria.

Why did Robert O'Shaughnessy surrender 14,644 PulteGroup (PHM) shares?

He surrendered 14,644 PulteGroup shares back to the issuer to cover tax obligations. Those obligations arose on common shares whose restrictions had lapsed, and the surrender at $130.865 per share functioned as share-based tax withholding rather than an open-market sale.

Were the new PulteGroup (PHM) shares granted to Robert O'Shaughnessy purchased for cash?

The newly reported grants to Robert O'Shaughnessy were not cash purchases. The 32,795-share and 4,114-share awards were recorded at a price of $0 per share, reflecting stock-based compensation and vesting activity rather than market purchases of PulteGroup common stock.

What compensation plan is referenced in Robert O'Shaughnessy’s PulteGroup (PHM) Form 4 filing?

The filing references the PulteGroup, Inc. 2019 Senior Management Incentive Plan. Under this plan, 32,795 fully vested shares were granted to Robert O'Shaughnessy to settle a stock-settled performance award, highlighting equity-based compensation for senior executives.