UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2023
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From to
Commission File Number: 1-9804
PULTEGROUP, INC. 401(K) PLAN
(Full title of the plan and address of the plan, if different from that of the issued named below)
PULTEGROUP, INC.
3350 Peachtree Road NE, Suite 1500
Atlanta, Georgia 30326
(404) 978-6400
(Name of issuer of the securities held pursuant to the plan and address of its principal executive office)
REQUIRED INFORMATION
Financial Statements and Supplemental Schedule for the Plan
The PulteGroup, Inc. 401(k) Plan (the Plan) is subject to the Employee Retirement Income Security Act of 1974 (ERISA). In lieu of the requirements of Items 1-3 of this Form, the Plan is filing financial statements and supplemental schedule prepared in accordance with the financial reporting requirements of ERISA. The Plan financial statements and supplemental schedule as of December 31, 2023 and 2022 and for the year ended December 31, 2023 have been examined by Warren Averett, LLC, Independent Registered Public Accounting Firm, and their report is included herein.
EXHIBITS
PulteGroup, Inc. 401(k) Plan
Audited Financial Statements and Supplemental Schedule
December 31, 2023 and 2022, and
Year Ended December 31, 2023
Contents
Page No. | |||||
| Audited Financial Statements | |||||
| Supplemental Schedule | |||||
Report of Independent Registered Public Accounting Firm
To the Plan Administrator and Plan Participants of PulteGroup, Inc. 401(k) Plan
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the PulteGroup, Inc. 401(k) Plan (the Plan) as of December 31, 2023 and 2022, and the related statement of changes in net assets available for benefits for the year ended December 31, 2023, and the related notes and schedule (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2023 and 2022, and the changes in net assets available for benefits for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental information contained in the schedule of assets (held at end of year) as of December 31, 2023 has been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplemental information is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ Warren Averett, LLC
We have served as the Plan's auditor since 2019.
Atlanta, Georgia
May 31, 2024
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PulteGroup, Inc. 401(k) Plan
Statements of Net Assets Available for Benefits
| December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Investments, at fair value | $ | 1,086,562,972 | $ | 888,102,425 | |||||||
| Notes receivable from participants | 10,747,279 | 9,693,298 | |||||||||
| Net assets available for benefits | $ | 1,097,310,251 | $ | 897,795,723 | |||||||
See accompanying notes to financial statements.
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PulteGroup, Inc. 401(k) Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2023
| Additions | |||||
| Contributions: | |||||
| Participant | $ | 60,480,250 | |||
| Participant rollovers | 3,925,017 | ||||
| Employer | 27,812,018 | ||||
| 92,217,285 | |||||
| Interest income on notes receivable from participants | 616,507 | ||||
| Investment Income: | |||||
| Interest and dividends | 17,932,879 | ||||
| Net appreciation in fair value of investments | 195,967,776 | ||||
| Total additions | 306,734,447 | ||||
| Deductions | |||||
| Benefit payments | (106,661,231) | ||||
| Administrative expenses | (558,688) | ||||
| Total deductions | (107,219,919) | ||||
| Net increase | 199,514,528 | ||||
| Net assets available for benefits: | |||||
| Beginning of year | 897,795,723 | ||||
| End of year | $ | 1,097,310,251 | |||
See accompanying notes to financial statements.
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1. Description of Plan
General
The PulteGroup, Inc. 401(k) Plan (the Plan) is a defined contribution plan for eligible employees of PulteGroup, Inc. (the Company) and its subsidiaries that have adopted the Plan. The Plan is administered by the PulteGroup 401(k) Committee (the Committee) appointed by the Board of Directors of the Company and is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). The Plan assets are held and investment transactions are executed by Fidelity Management Trust Company as trustee and Fidelity Workplace Services, LLC (collectively along with other affiliates of Fidelity Investments Inc., Fidelity) serves as the recordkeeper. For more complete information, participants should refer to the summary plan description as well as the Plan document, which is available from the Company.
Eligibility
All non-union, salaried, sales, and hourly employees of the Company and its subsidiaries that have adopted the Plan are eligible to become participants in the Plan on their first day of employment with the Company. Eligible participants are automatically enrolled in the Plan on or after 45 days following delivery of the notice describing the default contribution rate and the default investment, unless they affirmatively decline to participate.
Contributions
Contributions can be invested in various investment options provided by the Plan. Participants may change their investment directives and contribution amounts on a daily basis.
Participant Contributions - Contributions to participants' accounts are effected through voluntary withholdings from their compensation (elective deferrals). Participants may elect to contribute a percentage of their compensation to the Plan of not less than 1% and not more than 50%. If automatically enrolled, a participant’s deferral is set at 5% of eligible compensation and automatically increased by 1% annually up to 10% of eligible compensation or until changed by the participant. Annual contributions for each participant are subject to participation and discrimination standards of Internal Revenue Code (Code) Section 401(k)(3). Rollover contributions from other qualified retirement plans or from conduit individual retirement accounts (IRAs) are accepted as permitted by the Plan.
Employer Matching Contributions - The Company contributes to the Plan an amount based on elective deferrals of each participant during each payroll period. During 2023, the employer matching contribution was equal to 100% of participant contributions up to the first 3% of compensation contributed per payroll period plus 50% of participant contributions up to the next 2% of compensation.
Catch-up Contributions - Participants who have reached an age of at least 50 years old by the end of the Plan year may elect to increase their elective deferrals as permitted under Code Section 414(v).
Allocations
Contributions to the Plan are allocated to participants' individual accounts as soon as administratively possible. Special contributions made by the Company, if any, are allocated as of the last day of the Plan year among the accounts of eligible participants.
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Notes Receivable from Participants
Generally, participants may borrow up to 50% of their account balance subject to a minimum loan of $1,000 and a maximum loan of $50,000 reduced by the highest outstanding loan balance during the preceding 12 months. The loans are secured by the balances in the participant's account and bear interest at a rate commensurate with local prevailing rates as determined by the Committee. Principal and interest are generally paid through payroll deductions.
PulteGroup, Inc. Company Stock Fund
The Plan invests in common stock of the Company through the PulteGroup, Inc. Company Stock Fund, a unitized employer stock fund. The PulteGroup, Inc. Company Stock Fund also holds cash or other short-term securities, although these are expected to be a small percentage of the fund.
Benefit Payments
Participants or their beneficiaries may receive all or a portion of their account balances upon the earlier of reaching age 59½, experiencing a qualified financial hardship, death, or termination of service, as defined in the Plan.
A participant may withdraw any portion of their rollover contributions at any time. All withdrawals are made in a lump sum payment with the amount available being reduced by any outstanding loan. No withdrawal is permitted to the extent that it would cause the aggregate amount of such outstanding loan to exceed the limits described in "Notes Receivable from Participants" above.
Vesting
A participant's account balance is fully vested and nonforfeitable as of their first day of eligibility.
Forfeitures
The balance of forfeitures totaled $25,523 and $11,643 at December 31, 2023, and 2022, respectively, which the Company expects to use to offset expenses associated with administering the Plan. In 2023, the Company utilized no forfeitures to offset Plan administrative expenses.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will remain fully vested.
Administrative Expenses
While certain administrative expenses of the Plan were paid directly by the Company, the majority of administrative expenses were paid directly by plan participants during 2023.
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2. Summary of Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan are prepared on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles.
Income Recognition
Purchases and sales of investments are recorded on a trade-date basis. Net appreciation in the fair value of investments represents the net amount of realized and unrealized gains and losses on those investments. Interest income is recorded on the accrual basis. Dividends are recorded when declared.
Investment Valuation
See Note 3.
Payment of Benefits
Benefit payments to participants or beneficiaries are recorded upon distribution.
Notes Receivable from Participants
Notes receivable from participants represent participant loans that are recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. Related fees are recorded as administrative expenses and are deducted when they are incurred. No allowance for credit losses has been recorded as of December 31, 2023 or 2022. If a participant ceases to make loan repayments and the Company deems the participant loan to be a distribution, the participant loan balance is reduced and a benefit payment is recorded. Because participants make loan repayments via payroll deductions, such a distribution generally only occurs in the event the loan balance remains unpaid following a participant's termination from the Company.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and additions and deductions during the reporting period. Actual results could differ from those estimates.
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3. Fair Value Measurements
Accounting Standards Codification (ASC) 820, “Fair Value Measurements and Disclosures,” provides a framework for measuring fair value in generally accepted accounting principles and establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The fair value hierarchy can be summarized as follows:
| Level 1 | Fair value determined based on quoted prices in active markets for identical assets or liabilities. | |||||||
| Level 2 | Fair value determined using significant observable inputs, generally either quoted prices in active markets for similar assets or liabilities or quoted prices in markets that are not active. | |||||||
| Level 3 | Fair value determined using significant unobservable inputs, such as pricing models, discounted cash flows, or similar techniques. | |||||||
The Plan's financial instruments measured at fair value on a recurring basis as of December 31, 2023 and 2022 are summarized below:
| Financial Instrument | Fair Value Hierarchy | Fair Value | ||||||||||||||||||
| 2023 | 2022 | |||||||||||||||||||
| Investments measured at fair value | ||||||||||||||||||||
| Mutual funds | Level 1 | $ | 548,418,600 | $ | 456,986,715 | |||||||||||||||
| Money market fund | Level 1 | 112,550 | 11,819 | |||||||||||||||||
| Unitized employer stock fund: | ||||||||||||||||||||
| PulteGroup, Inc. common stock | Level 1 | 88,459,540 | 43,277,540 | |||||||||||||||||
| Money market fund | Level 1 | 2,910,109 | 1,481,492 | |||||||||||||||||
| Investments measured at net asset value | ||||||||||||||||||||
| Common collective trust funds | 446,662,173 | 386,344,859 | ||||||||||||||||||
| $ | 1,086,562,972 | $ | 888,102,425 | |||||||||||||||||
The Plan's investments in money market and mutual funds are stated at fair value based on quoted market prices. Investments in securities traded on a national securities exchange are valued based on published quotations on the last business day of the plan year. Mutual fund investments are valued based on the net asset value of shares held by the Plan as of the last business day of the plan year.
The above table reflects the fair value of the stock and short-term cash position underlying the unitized employer stock fund. The market value of the common stock and money market fund portions of the fund are based on quoted market prices on the last business day of the plan year. The unitized employer stock fund also includes immaterial amounts of receivables and liabilities not presented in the above table.
The Plan invests in common collective trust funds. The statements of net assets available for benefits present the investments using the net asset value practical expedient in accordance with ASC 820. Withdrawals directed by the Company must be preceded by twelve months written notice to the trustee; provided, however, that the trustee may, in its discretion, complete any such plan-level withdrawals before the expiration of such twelve-month period.
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4. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service (IRS) dated August 23, 2023, stating that the Plan is qualified under Section 401(a) of the Code and therefore, the related trust is exempt from taxation. Subsequent to this determination by the IRS, the Plan was amended and restated. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualified status. The Plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended and restated, is qualified and the related trust is tax-exempt for the periods presented.
Accounting principles generally accepted in the United States require Plan management to evaluate uncertain tax positions taken by the Plan, and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Company has analyzed the tax positions taken by the Plan, and has concluded that there are no uncertain positions taken or expected to be taken. The Plan is subject to routine audits by taxing jurisdictions, however, there are currently no audits for any tax periods in progress.
5. Related-Party Transactions
The Plan invests in mutual funds managed by Fidelity and allows for investments in shares of the Company's common stock. These transactions with Fidelity and the Company qualify as exempt party-in-interest transactions.
The trustee and recordkeeper provides certain administrative services to the Plan pursuant to trust and recordkeeping agreements with the Company. In the normal course of business, Fidelity receives revenue from certain mutual fund service providers for services Fidelity provides to the funds. This revenue is used to offset certain amounts owed to Fidelity for its administrative services provided to the Plan. If the revenue received by Fidelity from such mutual fund service providers were to exceed the amount owed under the trust agreement, Fidelity would remit the excess to the Plan’s trust and such amounts could be applied to pay plan administrative expenses or allocated to the accounts of participants. During 2023, there were no excess amounts. While either the Plan or the Company could make payments to Fidelity for administrative expenses not covered by such revenue, the majority of such expenses were paid by the participants in 2023. For the year ended December 31, 2023, the Plan paid fees to Fidelity who serves as the Plan's recordkeeper. These transactions qualify as exempt party-in-interest transactions.
6. Risks and Uncertainties
The Plan invests in a variety of investment securities. Investment securities are exposed to various risks, including interest rate, market, and credit risk. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statements of net assets available for benefits.
7. Reconciliation to Form 5500
The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:
| December 31, | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| Net assets available for benefits per the financial statements | $ | 1,097,310,251 | $ | 897,795,723 | ||||||||||
| Loans in default and deemed distributed | (434,593) | (271,614) | ||||||||||||
| Net assets per the Form 5500 | $ | 1,096,875,658 | $ | 897,524,109 | ||||||||||
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The following is a reconciliation of the total benefit payments per the financial statements to total distributions per the Form 5500:
| Year Ended | ||||||||
| December 31, 2023 | ||||||||
| Total benefit payments per the financial statements | $ | (106,661,231) | ||||||
| Adjustment for loans in default and deemed distributions | (162,979) | |||||||
| Total distributions per Form 5500 | $ | (106,824,210) | ||||||
8. Subsequent Events
We evaluated subsequent events up until the time the financial statements were filed with the Securities and Exchange Commission (SEC).
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Supplemental Schedule
| PulteGroup, Inc. 401(k) Plan | ||||||||||||||||||||||||||
| EIN #38-2766606 Plan #001 | ||||||||||||||||||||||||||
| Schedule H, Line 4i – Schedule of Assets | ||||||||||||||||||||||||||
| (Held at End of Year) | ||||||||||||||||||||||||||
| December 31, 2023 | ||||||||||||||||||||||||||
| (b) | (c) | |||||||||||||||||||||||||
| Identity of Issue, | Description of Investment Including | (e) | ||||||||||||||||||||||||
| Borrower, Lessor, | Maturity Date, Rate of Interest, | Shares/ | (d) | Current | ||||||||||||||||||||||
| (a) | or Similar Party | Collateral, Par, or Maturity Value | Units | Cost | Value | |||||||||||||||||||||
| The Vanguard Group of Investment Companies | Vanguard Institutional Index Fund Institutional Plus Shares | 440,170 | ** | $ | 173,193,767 | |||||||||||||||||||||
| Vanguard Total International Stock Index Fund Institutional Shares | 261,176 | ** | 32,516,431 | |||||||||||||||||||||||
| Vanguard Retirement Savings Trust IV | 56,313,990 | ** | 56,313,990 | |||||||||||||||||||||||
| Vanguard Cash Reserves Federal Money Market Fund Admiral Shares | 112,550 | ** | 112,550 | |||||||||||||||||||||||
| Vanguard Target Retirement Income & Growth Trust II | 17,196 | ** | 348,219 | |||||||||||||||||||||||
| Vanguard Target Retirement Income Trust II | 185,881 | ** | 7,846,050 | |||||||||||||||||||||||
| Vanguard Target Retirement 2020 Trust II | 255,731 | ** | 11,126,861 | |||||||||||||||||||||||
| Vanguard Target Retirement 2025 Trust II | 696,153 | ** | 31,431,303 | |||||||||||||||||||||||
| Vanguard Target Retirement 2030 Trust II | 1,004,011 | ** | 46,355,206 | |||||||||||||||||||||||
| Vanguard Target Retirement 2035 Trust II | 1,119,190 | ** | 54,079,245 | |||||||||||||||||||||||
| Vanguard Target Retirement 2040 Trust II | 1,106,822 | ** | 56,768,918 | |||||||||||||||||||||||
| Vanguard Target Retirement 2045 Trust II | 1,044,567 | ** | 55,435,181 | |||||||||||||||||||||||
| Vanguard Target Retirement 2050 Trust II | 834,931 | ** | 44,869,190 | |||||||||||||||||||||||
| Vanguard Target Retirement 2055 Trust II | 524,394 | ** | 37,745,873 | |||||||||||||||||||||||
| Vanguard Target Retirement 2060 Trust II | 344,462 | ** | 19,568,905 | |||||||||||||||||||||||
| Vanguard Target Retirement 2065 Trust II | 133,377 | ** | 4,666,859 | |||||||||||||||||||||||
| Vanguard Target Retirement 2070 Trust II | 15,974 | ** | 340,878 | |||||||||||||||||||||||
| Victory | Victory Sycamore Established Value Fund Class R6 | 1,065,340 | ** | 49,453,072 | ||||||||||||||||||||||
| American Funds | American Funds Washington Mutual Investors Fund Class R6 | 861,091 | ** | 49,280,238 | ||||||||||||||||||||||
| American Funds EuroPacific Growth Fund Class R6 | 488,996 | ** | 26,748,070 | |||||||||||||||||||||||
| Geneva | Geneva Small Cap Growth Collective Fund Class C | 2,065,360 | ** | 19,765,495 | ||||||||||||||||||||||
| Segall Bryant & Hamill | Segall Bryant & Hamill Small Cap Value Fund Institutional Class | 1,059,689 | ** | 14,655,494 | ||||||||||||||||||||||
| J.P. Morgan | JPMorgan Large Cap Growth Fund Class R6 | 1,338,939 | ** | 84,513,810 | ||||||||||||||||||||||
| * | Fidelity Investments | Fidelity Balanced Fund Class K | 1,757,157 | ** | 47,320,225 | |||||||||||||||||||||
| Fidelity U.S. Bond Index Fund | 4,379,414 | ** | 45,677,287 | |||||||||||||||||||||||
| Fidelity Extended Market Index Fund | 279,627 | ** | 21,827,678 | |||||||||||||||||||||||
| Fidelity Small Cap Index Fund | 129,095 | ** | 3,232,528 | |||||||||||||||||||||||
| * | Company Stock Fund | PulteGroup, Inc. Company Stock | 857,000 | ** | 88,459,540 | |||||||||||||||||||||
| Fidelity Investments Money Market Government Portfolio - Class I | 2,910,109 | |||||||||||||||||||||||||
| * | Participant Loans | Individual participant loans with varying maturity dates and interest rates ranging from 4.25% to 9.50% | 10,312,686 | |||||||||||||||||||||||
| Total assets | $ | 1,096,875,658 | ||||||||||||||||||||||||
| There were no investment assets reportable as acquired and disposed of during the year. | ||||||||||||||||||||||||||
| * | Party in interest. | |||||||||||||||||||||||||
| ** | Participant-directed investments, cost information is omitted. | |||||||||||||||||||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the administrator of the Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
| PULTEGROUP, INC. 401(K) PLAN | |||||||||||||||||
| 401(k) Committee, as Plan Administrator | |||||||||||||||||
| By: | /s/ Michael Gorny | ||||||||||||||||
| Michael Gorny | |||||||||||||||||
| Chairperson - 401(k) Committee | |||||||||||||||||
| Date: | May 31, 2024 | ||||||||||||||||
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