PHMPulteGroup

CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS

“As previously disclosed, Matthew Koart, the Company’s Executive Vice President and Chief Operating Officer, had operated a real estate business for the 12 years prior to his appointment on May 18, 2023, and he had transactions in process that remained for a period following the start of his employment at the Company. At the time of his appointment, he had minority ownership interests in two development properties (the “Development Properties”) in the Greater Bay area of California through a subsidiary and had a minority ownership interest in an entity that sold a 58-lot subdivision asset to the Company in 2022. Under the terms of an escrow arrangement entered into in connection with that transaction, Mr. Koart was entitled to a payment from the escrow of approximately $179,000 if certain conditions were met. As previously disclosed, the Board reviewed Mr. Koart’s ownership interests in these and other assets and determined that it would be able to implement appropriate safeguards to adequately mitigate any actual or perceived conflicts of interests. The Board also determined that the contemplated safeguards would not adversely impact Mr. Koart’s ability to perform his duties as Chief Operating Officer and would not otherwise adversely affect the Company. In connection with his appointment as Chief Operating Officer, the Board determined to grant a limited waiver to its Code of Ethical Business Conduct to provide Mr. Koart a limited time to wind down or dispose of his interests in the two development properties and approved the potential related party transaction that could result from a payment to Mr. Koart under the escrow arrangement described above. On December 29, 2023, the escrow payment was made to an entity in which Mr. Koart has a minority ownership and through which Mr. Koart received a payout of approximately $175,000. As of March 14, 2025, one of the Development Properties has been sold and the last portion of the other is under contract.”

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

“We or one of our subsidiaries may occasionally enter into transactions with a “related party.” Related parties include our executive officers, directors, nominees for director, 5% or more beneficial owners of our Company common shares, and immediate family members of these persons. We refer to transactions involving amounts in excess of $120,000 and in which the related party has a direct or indirect material interest as an “interested transaction.” The Nominating and Governance Committee of the Board conducts a reasonable prior review and oversight of transactions pursuant to our written Related Party Transaction Policies. Each interested transaction must be approved or ratified by the Nominating and Governance Committee of the Board in accordance with our written Related Party Transaction Policies. The Nominating and Governance Committee will consider, among other factors it deems appropriate, whether the interested transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances as well as the extent of the related party’s interest in the transaction.”

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

“Quinten Payne, the son-in-law of Thomas J. Folliard, our non-Executive Chairman of the Board, is employed by the Company as a manager in our asset management function working out of the Company’s Central Florida Division. Mr. Payne's employment began with the Company prior to his marriage into Mr. Folliard's family. In fiscal year 2025, the aggregate compensation paid to Mr. Payne, including base salary, bonus and equity compensation, was less than $250,000. Mr. Payne’s aggregate compensation is similar to the aggregate compensation of other employees holding similar positions.”

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

“Since January 1, 2025, there have been no other interested transactions or proposed interested transactions.”

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

“Our Related Party Transaction Policies provide that the Nominating and Governance Committee has determined that the following types of transactions are pre-approved or ratified, as applicable, by the Nominating and Governance Committee, even if such transactions involve amounts in excess of $120,000:”

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

“employment by the Company of an executive officer of the Company if: (i) the related compensation is required to be reported in our proxy statement or (ii) the compensation would have been reported in our proxy statement if the executive officer was a named executive officer and the executive officer is not an immediate family member of another executive officer or director of the Company;”

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

“compensation paid to a director if the compensation is required to be reported in our proxy statement;”

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

“any transaction with another company at which a related party’s only relationship is as an employee (other than an executive officer), director or beneficial owner of less than 10% of that company’s shares, if the aggregate amount involved does not exceed the greater of $1 million or 2% of that company’s total annual revenues;”

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

“any charitable contribution grant or endowment by the Company to a charitable organization, foundation or university at which a related party’s only relationship is as an employee (other than an executive officer) or a director, if the aggregate amount involved does not exceed the lesser of $1 million or 2% of the charitable organization’s total annual receipts;”

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

“any transaction where the related party’s interest arises solely from the ownership of the Company’s common shares and all holders of the Company’s common shares received the same benefit on a pro rata basis; and any transaction involving a related party where the rates or charges involved are determined by competitive bids.”

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