DHI D R Horton Inc

Message to Our Stockholders:

With great sadness, we announced the passing of our esteemed founder and Chairman, Donald R. (“DR”) Horton earlier this year. Since founding the Company 46 years ago, DR worked tirelessly to build a national homebuilding operation with the goal of making the American Dream of homeownership more achievable for all. His personal involvement with our team of operators across the United States was key to establishing a strong company culture, and he contributed immeasurable value to our employees, management team and our company. DR steadfastly maintained a strategy of decentralized operational decision making, which empowered the Company’s local leadership teams to make on-the-ground business decisions, such as product offerings, price points and home features. While this approach was often considered unorthodox by industry observers, we still consider this tenet a crucial ingredient of our past and future success. DR always considered all of the Company’s employees, trade partners and homebuyers to be a part of the “D.R. Horton Family,” and together we have built the largest homebuilding company in the United States. We are committed to building on DR’s legacy to continue improving and growing the Company.

As a Board, we embarked on a measured transformation of our Board composition and leadership over the past year. As part of this succession plan, in October 2023, our then-CEO David Auld transitioned to the role of Executive Vice Chair of the Board, and Paul Romanowski was promoted to CEO and appointed Director. At that time, our founder DR continued to serve as Chairman but ceased to serve as an executive officer of the Company. Upon DR’s passing, David Auld was appointed Executive Chairman.

In line with our commitment to ensuring strong Board composition, we welcomed three new independent directors to the Board effective August 2024. These new directors each have an excellent professional resume that enhances and expands the qualifications, experiences and characteristics of our Board. Director Barbara Allen, who has served on the Board since 2014 and as Chair of the Compensation Committee since 2019, is not standing for re-election at the 2025 Annual Meeting. We thank Ms. Allen for her valuable service to the Board and Company.

Our Board remains committed to providing consistent and effective oversight of management as the Company implements its vision and strategic plans to create sustainable stockholder value. We remain committed to stockholder engagement, and the feedback gained in conversations with stockholders continues to serve as a key input to Board and committee discussions and decisions. We are also proud to have been voted a Best Investor Relations Program in the Homebuilders and Building Products sector by Institutional Investor numerous times in its annual survey, including placing first in three of the five most recent years.

We were pleased with the D.R. Horton team’s performance in fiscal 2024. For the year, earnings per diluted share increased 4% to $14.34, and our consolidated pre-tax income was $6.3 billion on revenues of $36.8 billion, with a pre-tax profit margin of 17.1%. Our homebuilding pre-tax return on inventory for the year was 27.8%, return on equity was 19.9% and return on assets was 13.9%. Our return on assets and total shareholder returns rank in the top 25% of all S&P 500 companies for the past three-, five- and ten-year periods. Our consolidated cash flow from operations for fiscal 2024 was $2.2 billion, and we returned essentially all of the cash generated to stockholders through repurchases and dividends. Our fiscal 2024 stockholder distributions increased by approximately $700 million or 44% from the prior year. Over the past five years, we have generated $9 billion of cash flow from operations, and we have reduced our outstanding share count by 12%. We have a strong balance sheet with low leverage and substantial liquidity, which provides us with significant financial flexibility to adapt to changing market conditions and opportunities. We are maintaining our disciplined approach to capital allocation to enhance the long-term value of our company, including consistent and increasing capital returns to our stockholders through share repurchases and dividends.

Enabling more customers to achieve homeownership remains our driving force at D.R. Horton. We focus on offering compelling value across our broad product offerings to serve a diverse customer base and provide homes for every stage in life. With the average selling price of our homes being one of the lowest in the homebuilding industry, we are helping to ensure that our homes remain affordable for entry-level and first-time homebuyers.

Our employees continue to be the greatest strength of our Company, ensuring the resilience of our business going forward. Our employees strive to have a positive influence by providing quality new housing and neighborhoods that enhance the quality of life of our homeowners and the communities where we operate. We also support our employees in their efforts to be good neighbors in their communities, including team volunteering projects, support of individual employee volunteer events and time, natural disaster recovery assistance and numerous types of contributions and cooperation with our trade partners in supporting various charitable causes. Homebuilding is a local business, and we are proud to support the local communities where our employees and customers live and work.

We thank you for your continued support.

Notice of Annual Meeting of Stockholders

To be Held on Thursday, January 16, 2025

Table of Contents

D.R. HORTON, INC. 2025 PROXY STATEMENT   

PROXY STATEMENT SUMMARY

Proxy Statement Summary

Key Operating and Financial Highlights

The D.R. Horton team, led by our executive officers, delivered outstanding operating and financial results during fiscal 2024. D.R. Horton, Inc. is referred to as “D.R. Horton,” the “Company,” “we,” and “our” in this Proxy Statement. Our results reflect the strength of our experienced operational teams, industry-leading market share, broad geographic footprint and diverse product offerings across multiple brands.

We closed 93,660 homes in our homebuilding and single-family rental operations during fiscal 2024, completing our 23^rd consecutive fiscal year as the largest homebuilder in the United States. Over the last five years, we have grown our revenues by 109% and our earnings per share by 234%. In fiscal 2024, we generated $2.2 billion of cash from operations. We achieved a homebuilding pre-tax return on inventory of 28%, return on assets of 14% and return on equity of 20% while maintaining consolidated leverage below 20%. We have also delivered strong total shareholder returns of 937% and 281% for the last ten years and five years, respectively. Our return on assets and total shareholder returns rank in the top 25% of all S&P 500 companies for the past three-, five- and ten-year periods.

Key Performance Highlights

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PROXY STATEMENT SUMMARY

Corporate Governance Highlights

Our governance structures predicated on our Corporate Governance Principles ensure robust independent oversight of management and accountability to stockholders.

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PROXY STATEMENT SUMMARY

Executive Compensation Highlights

Our Compensation Committee strives to design a fair and competitive compensation program for executive officers using incentives based on Company performance that emphasize the creation of sustainable long-term stockholder value and that will attract, motivate and retain highly qualified and experienced executives.

Our executive compensation design promotes performance alignment and protects stockholder interests.

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PROXY STATEMENT SUMMARY

ESG and Sustainability

Our management team and Board have focused on providing ESG and sustainability information to our stockholders, including metrics that may assist with understanding and mitigating our impacts on the environment and climate.

As the largest homebuilder in the United States, our business activities, including the acquisition and development of land and the construction and sale of residential homes, may impact the environment. We consider our impact on the environment in each phase of constructing our homes, beginning with the performance of environmental studies during site selection, through the completion of our homes by including or offering energy efficient or energy-saving features.

Our Board, both directly and through the Nominating and Governance Committee, provides oversight of key ESG matters. We continue to improve and expand upon our internal processes for tracking key metrics related to the energy efficiency and environmental impacts of our homes, and we publish and update reporting and disclosures on an annual basis.

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PROXY STATEMENT SUMMARY

Track Record of Board Responsiveness and Commitment to Stockholder Engagement

Our Board believes that engaging in stockholder outreach is an essential element of strong corporate governance. It strives for a collaborative approach to issues of importance to stockholders and continually seeks to better understand the views of our stockholders on key topics.

Our Board and Compensation Committee, alongside our Investor Relations team, engage in a robust stockholder outreach program. Throughout fiscal 2024, we were in contact with stockholders collectively representing approximately 51% of outstanding shares and had substantive conversations with interested stockholders regarding executive compensation, corporate governance and other ESG matters.

Our engagement program has resulted in actions and updates to our corporate governance, executive compensation and environmental and social disclosures over the past several years that were adopted in line with stockholder feedback, as summarized in the table below.

Our Board values the opportunity to engage with stockholders, and the feedback received serves as a key input to Board and committee discussions and decisions. Our Board remains committed to gathering feedback from stockholders.

D.R. HORTON, INC. 2025 PROXY STATEMENT   5

PROPOSAL ONE – ELECTION OF DIRECTORS

Proposal One – Election of Directors

Our Board of Directors currently consists of ten directors and will be reduced to nine directors as of the 2025 Annual Meeting. The Nominating and Governance Committee recommended to the Board of Directors nine of the current directors as nominees for election at the 2025 Annual Meeting. Summary information about each of the nominees is provided under the heading “Director Nominees” on page 8. Director Barbara Allen, who has served on our Board since 2014, is not standing for re-election at the 2025 Annual Meeting. Our directors elected at the 2025 Annual Meeting will serve until the 2026 Annual Meeting and until his or her successor has been elected and qualified.

After review and consideration by the Board of Directors, as recommended by the Nominating and Governance Committee, the Board nominated the following nine nominees for election to our Board of Directors:

Unless otherwise specified in the accompanying proxy, the shares voted by proxy will be voted for each nominee for election as a director. Each director nominee will be elected for a one-year term and will serve until the next annual meeting of stockholders and his or her successor has been elected and qualified. We do not know of any reason why any of the nominees would be unable to serve. However, if any nominee is unable to serve or for good cause will not serve as a director at the time of the 2025 Annual Meeting, the Board may designate a substitute nominee or reduce the size of the Board. If the Board designates a substitute nominee, the persons named as proxies may vote “FOR” that substitute nominee.

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PROPOSAL ONE – ELECTION OF DIRECTORS

Information Regarding the Director Nominees

The following table, matrix and biographical descriptions set forth certain information with respect to the nominees for election as directors at the 2025 Annual Meeting, based upon information furnished by each director.

The matrix below also represents some of the key skills, experience and attributes that our Board has identified as particularly valuable to the effective oversight of the Company and the execution of our strategy. This matrix highlights the depth and breadth of skills of our current directors.

Board of Directors Summary

Note: Barbara Allen, who is not standing for re-election at the 2025 Annual Meeting, served as Chair of the Compensation Committee through the 2025 Annual Meeting. Effective as of the 2025 Annual Meeting, Chad Crow will serve as Chair of the Compensation Committee.

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PROPOSAL ONE – ELECTION OF DIRECTORS

Director Nominees

D.R. HORTON, INC. 2025 PROXY STATEMENT   8

PROPOSAL ONE – ELECTION OF DIRECTORS

D.R. HORTON, INC. 2025 PROXY STATEMENT   9

PROPOSAL ONE – ELECTION OF DIRECTORS

D.R. HORTON, INC. 2025 PROXY STATEMENT   10

PROPOSAL ONE – ELECTION OF DIRECTORS

D.R. HORTON, INC. 2025 PROXY STATEMENT   11

PROPOSAL ONE – ELECTION OF DIRECTORS

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CORPORATE GOVERNANCE AND BOARD MATTERS

Corporate Governance and Board Matters

Our governance structures predicated on our Corporate Governance Principles ensure robust independent oversight of management and accountability to stockholders.

Board Refreshment and Diversity

Our Nominating and Governance Committee evaluates potential director nominees based on the qualifications, experiences and characteristics as discussed below. The Committee utilizes a variety of methods for identifying nominees for director, including considering potential director candidates who come to the Committee’s attention through current officers, directors, professional search firms, stockholders or other persons. Once a potential nominee has been identified, the Nominating and Governance Committee evaluates

whether the nominee has appropriate qualifications, experiences and characteristics to become a director in light of the current makeup of the Board of Directors. We believe that appropriate director qualifications and characteristics include having directors with diverse backgrounds, education, experiences, expertise and perspectives. Since 2018, we have appointed five new independent directors. Most

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CORPORATE GOVERNANCE AND BOARD MATTERS

recently, in August 2024, as part of the Company’s succession planning and commitment to ensuring strong Board composition, three new independent directors were appointed. Our three new directors were selected as director candidates from a broader director candidate pool identified by our Executive Officers and current directors. Each of these directors has an excellent professional resume that adds to the qualifications, experiences and characteristics of the Company’s current Board composition.

Gender and Ethnically Diverse Candidates. The Company’s Board and the Nominating and Governance Committee are committed to using Board refreshment opportunities to consider new gender and ethnically diverse director candidates to the Board of Directors. The Company’s Corporate Governance Principles require the Board and Nominating and Governance Committee to include gender and ethnically diverse candidates in its initial list of director candidates. Also, when recruiting a new CEO from outside the Company, the Board will include gender and ethnically diverse candidates in its initial list of CEO candidates. Further, the Board and Nominating and Governance Committee will require third-party search consultants engaged by the Board or Nominating and Governance Committee to include gender and ethnically diverse candidates on their initial list of director candidates or CEO candidates from outside the Company. Currently, certain key committee chairs and our Presiding Director are either female or ethnically diverse reflecting our Board’s commitment to diversity.

Key Qualifications and Experiences. We believe the qualifications and experiences listed below are important to the overall composition of our Board. We do not require that each director possess each of these qualifications, but rather we ensure our Board as a whole possesses these qualifications.

Key Characteristics. In addition to the key qualifications and experiences discussed above, we also believe each member of the Board of Directors should have the following characteristics:

Corporate Governance Standards

Our Board of Directors has adopted a number of standards to comply with requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and the New York Stock Exchange (“NYSE”) and Securities and Exchange Commission (“SEC”) rules relating to the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and other corporate governance matters. Our Board has adopted the D.R. Horton Corporate Governance Principles, which contain a number of corporate governance initiatives designed to comply with the NYSE listing standards (the “NYSE Rules”) and the rules and regulations of the SEC (the “SEC Rules”) relating to corporate governance. The significant corporate governance initiatives adopted by the Board of Directors are discussed below.

Corporate Governance Website

The Corporate Governance Principles, Board Committee Charters, Codes of Ethics and Conduct, Complaint Procedures and other Corporate Governance documents discussed in this Proxy Statement have been posted to our website at investor.drhorton.com under the Policy & ESG Documents link within the ESG section.

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CORPORATE GOVERNANCE AND BOARD MATTERS

Majority Vote Standard and Resignation Policy

The D.R. Horton Bylaws require that to be elected, a director nominee must receive a majority of the votes cast with respect to such nominee in uncontested elections (the number of shares voted “for” a director nominee must exceed the number of votes cast “against” that nominee). In a contested election, where the number of nominees exceeds the number of directors to be elected (which is not the case for the 2025 Annual Meeting), the directors will be elected by a plurality of the shares present in person or by proxy and entitled to vote on the election of directors. Under the Corporate Governance Principles of the Company, any director who is not elected is required to tender his or her resignation to the Chairman of the Board within a reasonable time following certification of the vote. The Nominating and Governance Committee, which is composed of only independent directors, will consider the resignation offer and make a recommendation to the Board as to whether to accept or reject the resignation offer or whether other action should be taken. The Board will act on the Nominating and Governance Committee’s recommendation within 90 days following certification of the election results. Thereafter, the Board will promptly publicly disclose in a report filed with the SEC, its decision regarding the director’s resignation offer (including the reason(s) for rejecting the resignation offer, if applicable).

Procedures for Nominating or Recommending for Nomination Director Candidates

Our Bylaws provide, outside of the proxy access process, that any stockholder may make nominations for the election of directors if notice of such nominations is delivered to the principal executive offices of D.R. Horton not later than the close of business on the 90^th calendar day or earlier than the close of business on the 120^th calendar day prior to the first anniversary of the preceding year’s annual meeting. However, in the event that the date of the annual meeting is changed by more than 30 calendar days from the anniversary date of the preceding year’s meeting, for notice by the stockholder to be timely, it must be so delivered not earlier than the close of business on the 120^th calendar day prior to such meeting and not later than the close of business on the later of the 90^th calendar day prior to such meeting or the 10^th calendar day following the day on which public disclosure of the date of such meeting is made. In addition, the notice must comply with our Bylaws (which includes the information required under Rule 14a-19 of the Exchange Act). Because no such nominations have been made in accordance with our Bylaws, only the nominations of the Board of Directors may be voted for at the 2025 Annual Meeting.

The Board of Directors has adopted proxy access, which allows a stockholder or group of up to 20 stockholders owning in the aggregate 3% or more of D.R. Horton’s outstanding shares continuously for at least three years to nominate and include in the proxy materials director nominees constituting up to 20% of the number of directors in office, provided the stockholder(s) and nominee(s) satisfy the requirements in our Bylaws. In order for a stockholder or group of stockholders to nominate a director candidate to be included in D.R. Horton’s proxy materials, notice of such nomination must be delivered to the principal executive offices of D.R. Horton not later than the close of business on the 120^th calendar day or earlier than the close of business on the 150^th calendar day prior to the first anniversary of the date that the definitive proxy statement was first released to stockholders in connection with the preceding year’s annual meeting, and the nomination must otherwise comply with our Bylaws. However, in the event that the date of the annual meeting is changed by more than 30 calendar days from the anniversary date of the preceding year’s annual meeting, for notice by the stockholder to be timely, it must be so delivered not earlier than the close of business on the 150^th calendar day prior to such meeting and not later than the close of business on the later of the 120^th calendar day prior to such meeting or the 10^th calendar day following the day on which public disclosure of the date of such meeting is made.

In addition, the Nominating and Governance Committee has adopted a policy permitting stockholders to recommend candidates for director for consideration by the committee. The Nominating and Governance Committee will consider candidates recommended by stockholders on the same basis as candidates identified through other means. Stockholders wishing to recommend candidates for election must give notice to the Nominating and Governance Committee by following the same deadlines for notice to submit a nomination outlined in the advance notice requirements under our Bylaws. Each notice must set forth the same information required by our Bylaws to submit a nomination. All recommended candidates shall, at a minimum, possess the characteristics for directors discussed above. The Nominating and Governance Committee may request additional information to assist in the evaluation of the candidacy of such person.

Director Independence

Our Board of Directors is composed of a majority of independent directors in accordance with the NYSE Rules. Our Board made the independence determination of its members based on the “Independence Standards” discussed below.

Our Board has adopted a set of “Independence Standards,” consistent with the NYSE Rules, to aid it in determining whether a member of the Board is independent under the NYSE Rules. In accordance with these Independence Standards, a director must not have a direct or indirect material relationship with the Company or its management, other than as a director. The Independence Standards specify the criteria by which the independence of our directors will be determined, including strict guidelines for directors and their immediate family members with respect to past employment or affiliation with the Company, its management or its independent auditor.

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CORPORATE GOVERNANCE AND BOARD MATTERS

The Independence Standards include the following:

For purposes of these Independence Standards, an “immediate family member” includes a director’s spouse, parents, children, siblings, mother and father-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who shares the director’s home.

Audit Committee Independence, Financial Literacy and Audit Committee Financial Expert

In addition to being independent based on the Independence Standards, the NYSE Rules require that each member of an audit committee satisfy additional independence and financial literacy requirements and at least one of these members must satisfy the additional requirement of having accounting or related financial management expertise. This additional requirement can be satisfied by the Board determining that at least one Audit Committee member is an “audit committee financial expert” within the meaning of the SEC Rules. Accordingly, the Corporate Governance Principles contain a set of standards that relate to audit committee independence, financial literacy and audit committee accounting and financial management expertise. Generally, the additional independence standard provides that (i) a member of the Audit Committee is prohibited from receiving any direct or indirect compensation or fee from the Company, its subsidiaries or its affiliates, other than in his or her capacity as a member of the Audit Committee, the Board or any other committee of the Board, and (ii) he or she may not be an affiliated person of the Company or any of its subsidiaries. Generally, the financial literacy standard provides that the Board, in its business judgment, shall determine if each member is financially literate, taking into account factors such as the member’s education, experience and ability to read and understand financial statements of public companies.

Audit Committee Financial Expert Attributes: Audit committee financial experts must have five additional attributes, which are (i) an understanding of generally accepted accounting principles and financial statements, (ii) the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves, (iii) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements, or experience actively supervising one or more persons engaged in such activities, (iv) an understanding of internal control over financial reporting and (v) an understanding of audit committee functions. Altogether, attributes (i) through (v) are referred to as the “Financial Expert Attributes.” The audit committee Financial Expert Attributes are set forth in the Corporate Governance Principles.

Compensation Committee Independence

In addition to being independent based on the Independence Standards, the NYSE Rules require that each member of a compensation committee satisfy additional independence requirements. The NYSE Rules require that the Board consider all factors specifically relevant to determining whether a director has a relationship to the Company that is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to (i) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the Company to such director and (ii) whether such director is affiliated with the Company, a subsidiary of the Company or an affiliate of a subsidiary of the Company.

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CORPORATE GOVERNANCE AND BOARD MATTERS

Board Determinations

Independence and Financial Literacy. Based on the independence and financial literacy standards discussed above, the Board has determined that Ms. Allen, Mr. Anderson, Mr. Buchanan, Dr. Carson, Mr. Crow, Ms. Crowley, Ms. Miller and Ms. Smith are (i) independent for purposes of serving as independent members of the Board of Directors and the Nominating and Governance Committees, (ii) independent for purposes of serving as independent members on the Audit Committee and the Compensation Committee and (iii) financially literate for purposes of serving on the Audit Committee.

The Board also determined that Mr. Auld and Mr. Romanowski are not independent because they are executive officers. In addition, the Board determined that Mr. Horton was not independent during the portion of fiscal 2024 that he served as a director.

Audit Committee Financial Expert. Based on the Audit Committee Financial Expert Attributes discussed above, the Board has determined that Ms. Crowley and Ms. Miller have the Financial Expert Attributes to qualify as Audit Committee Financial Experts.

Retirement Age Policy

In 2007, our Board adopted a retirement age policy for directors. Under the policy, directors may not stand for re-election after they have reached the age of 75. The policy exempted the directors who were serving on the Board at the time the policy was adopted on January 25, 2007. Consequently, Mr. Anderson and Mr. Buchanan are exempt from this policy.

Code of Ethical Conduct for the CEO, CFO and Senior Financial Officers

In accordance with SEC Rules, the Audit Committee and the Board have adopted the Code of Ethical Conduct for the CEO, CFO and Senior Financial Officers. The Board believes that these individuals must set an exemplary standard of conduct for D.R. Horton, particularly in the areas of accounting, internal accounting control, auditing and finance. The ethics code sets forth ethical standards the designated officers must adhere to and other aspects of accounting, auditing and financial compliance. Information relating to any amendment to or waiver of a provision of the Code of Ethical Conduct for the CEO, CFO and Senior Financial Officers will be, if required, disclosed on our website within four business days of such amendment or waiver. This Code of Ethical Conduct for the CEO, CFO and Senior Financial Officers has been posted to our website at investor.drhorton.com under the Policy & ESG Documents link within the ESG section.

Corporate Code of Business Conduct and Ethics

The Board has adopted a Corporate Code of Business Conduct and Ethics (Corporate Code of Conduct) for employees and directors of D.R. Horton in accordance with the NYSE Rules. The Board adopted the Corporate Code of Conduct to provide guidance to the Board and management in areas of ethical business conduct and risk and to provide guidance to employees and directors by helping them recognize and deal with ethical issues including, but not limited to, (i) conflicts of interest, (ii) corporate opportunities, (iii) confidentiality, (iv) fair dealing, (v) protection of corporate assets, (vi) compliance with rules and regulations, including insider trading of securities, and (vii) confidential reporting of unethical behavior and hotline telephone numbers. The Corporate Code of Conduct is reviewed at least annually to determine the need for any updates or revisions. The Corporate Code of Business Conduct and Ethics has been posted to our website at investor.drhorton.com under the Policy & ESG Documents link within the ESG section.

Insider Trading Policy

We have adopted an Insider Trading Policy applicable to our directors, officers, employees, consultants and certain other persons and entities that we believe is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the listing standards of the NYSE. The Insider Trading Policy prohibits people who are covered by the policy from pledging or hedging transactions or engaging in other transactions designed to hedge or offset any decrease in the market value of our securities.

Procedures for Accounting, Internal Control, Auditing and Financial Matters

In accordance with SEC Rules, the Audit Committee has established procedures for (i) the receipt, retention and treatment of complaints regarding accounting, internal control, auditing or financial matters (collectively, “Accounting Matters”) and (ii) the confidential, anonymous submission by employees of concerns regarding questionable Accounting Matters. The Audit Committee oversees treatment of complaints and concerns in this area. The Complaint Procedures for Accounting, Internal Control, Auditing and Financial Matters have been posted to our website at investor.drhorton.com under the Policy & ESG Documents link within the ESG section.

Executive Sessions of the Board of Directors

Our non-employee members of the Board hold regularly scheduled executive sessions of these independent directors. Dr. Carson, Chair of the Nominating and Governance Committee, serves as Presiding Director of these executive sessions, at which the Chairman of the Board and the CEO are not present. During fiscal 2024, the independent directors met four times in executive session without members of management present.

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CORPORATE GOVERNANCE AND BOARD MATTERS

Active Stockholder Engagement and Feedback from Investors

During fiscal 2024, the Company’s management and investor relations professionals attended investment conferences and participated in investor meetings and conference calls with hundreds of institutional investors. The Company’s investor relations team strives to be very responsive to investor requests for information and discussions. The Company has been named the Best Investor Relations Program in the Homebuilders and Building Products sector by Institutional Investor multiple times in its annual survey, including in three of the five most recent years.

During fiscal 2024, the Company offered engagement calls to stockholders representing approximately 51% of the Company’s outstanding shares and had substantive conversations with interested stockholders regarding the Company’s executive compensation, corporate governance and other ESG matters. In line with the Board’s commitment to stockholder outreach, the Compensation Committee Chair participated in outreach to the Company’s largest stockholders and led discussions with those who wished to engage.

The Company values feedback from its stockholders, and the input received regarding the Company’s performance, ESG reporting, executive compensation and other matters is regularly evaluated by management, the Board and committees. For a more fulsome discussion of actions taken in response to stockholder feedback over recent years, please see the section titled “Track Record of Board Responsiveness and Commitment to Stockholder Engagement” on page 5.

Communications with the Board of Directors and the Company

Stockholders and others who wish to contact any member of our Board or the independent directors as a group may send their correspondence to the Chair of the Nominating and Governance Committee, who also serves as the Presiding Director. Stockholders may send communications to: Presiding Director, c/o Thomas B. Montaño, Senior Vice President and Corporate Secretary, D.R. Horton, Inc., 1341 Horton Circle, Arlington, Texas 76011 or email at tbmontano@drhorton.com. Communications will be promptly forwarded to such Board member(s) or the Presiding Director, as applicable. Stockholders and others who wish to contact our Investor Relations team may send communications to Jessica Hansen, Senior Vice President and Head of Investor Relations, D.R. Horton, Inc., 1341 Horton Circle, Arlington, Texas 76011 or email at InvestorRelations@drhorton.com. Further information may be obtained through our website at investor.drhorton.com under the Policy & ESG Documents link within the ESG section.

Board Leadership Structure, Board’s Role in Risk Oversight and Board and Committee Meetings

Board Leadership Transition and Structure

Our Board of Directors and the Nominating and Governance Committee regularly review and evaluate the Board’s leadership structure, including maintaining a succession plan for Board leadership. On September 20, 2023, our Board of Directors announced several changes to our executive and board leadership as part of its leadership succession and transition plans. To ensure a smooth transition of executive and board leadership, effective October 1, 2023, the Board and Nominating and Governance Committee appointed David Auld, who previously served as President and CEO of the Company, as Executive Vice Chair, and appointed Paul Romanowski as President and CEO and to serve as Director of the Company. At that time, while Donald R. Horton continued to serve as Chairman of the Board, he ceased to serve as an executive officer of the Company. Dr. Benjamin Carson continued to serve as Presiding Director. In May 2024, upon the passing of Mr. Horton, our founder and Chairman, Mr. Auld was appointed Executive Chairman.

The Nominating and Governance Committee believes that this leadership structure, supported by independent Board committee chairs, delivers independent Board leadership and engagement while also benefiting from the extensive experience, valuable insight and leadership our Executive Chairman provides to both the Board and the Company.

The Board does not have a policy that requires a specific board leadership structure, nor does it require the roles of the Chairman and CEO to be separated. The Board believes the current separation of the Chairman and CEO roles provides an effective leadership structure that facilitates robust and effective communication between the Chairman, the Board’s independent directors and management, which has supported the Company’s enhancement of stockholder value.

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CORPORATE GOVERNANCE AND BOARD MATTERS

Board’s Role in Risk Oversight

Our Board and Board committees have oversight responsibility of the Company’s risk management. The risk management process implemented by our executive officers and key managers addresses risks related to the Company’s operations, financing and liquidity, financial reporting, internal control, regulatory compliance, people, ESG matters and cybersecurity. Risk oversight is reviewed in the risk areas of the Company listed below.

Land and Lots. Our ability to build and sell homes that meet buyer demand relies on our ability to control, buy and develop land and lots in a cost-effective manner. As a result, we use substantial financial resources to control, buy and develop land and lots. We control the financial resources used in the acquisition of land and lots through a process which requires divisional, regional and corporate approval before financial resources are authorized for this purpose. Corporate approval includes review by corporate legal and accounting personnel and approval by our executive officers. Our executive team reports to the Board regarding our process of reviewing, approving and funding land and lot acquisitions. We believe this process adequately manages the risk related to our land and lot acquisitions.

Financing and Liquidity. Our financing and liquidity position may fluctuate due to changes in the homebuilding industry and home sales demand. Our Board oversees financing and liquidity risk to ensure we maintain the financial resources needed to fund our homebuilding operations. At each quarterly meeting, management reviews the Company’s financial and liquidity position with the Board, which includes projected short- and long-term financing and liquidity needs. To further manage risk in this area, the Board approves a limit on the amount of debt and equity that may be repurchased. Public debt or equity issuances are approved by the Executive Committee. We believe these measures provide adequate oversight of the Company’s financing and liquidity risk.

Financial Reporting, Internal Control and Regulatory Compliance. The Audit Committee of the Board provides risk oversight with respect to financial reporting, internal control over financial reporting, internal audit and related regulatory compliance matters. Each quarter, our Audit Committee discusses with our independent auditor its review of our interim financial information and, after our fiscal year-end, discusses its audit of our annual consolidated financial statements, including our procedures on internal control over financial reporting. Also, during the fiscal year, our Audit Committee meets in private session (without the presence of management) with our independent auditor to discuss any matters related to the audit of our annual consolidated financial statements and review of our internal control over financial reporting.

Each quarter, our Audit Committee meets with our director of internal audit and reviews the results of the internal audits of the Company’s operating divisions and other matters that may affect the Company’s key controls. Each year, the Audit Committee reviews and approves the internal audit plan for the forthcoming fiscal year. The internal audit plan is designed using a risk-based approach focusing on key risk areas in the Company’s homebuilding, rental, financial services, IT and other operations. The Audit Committee periodically meets in private session (without the presence of management) with our Vice President of Internal Audit.

Our Audit Committee periodically receives presentations on topics related to recent or anticipated changes to accounting rules and regulations, tax laws and regulations, corporate governance and financial reform rules and regulations. The Audit Committee oversees the Company’s compliance with regulatory issues in these areas and discusses with management any actions necessary to maintain or become compliant with such regulatory matters.

People. Through its oversight of and discussions with the Company’s executive management team, the Board maintains awareness of the significant decisions including the appointment, promotion and retention of the Company’s management and employees. The Nominating and Governance Committee also oversees executive management and director succession planning.

The Compensation Committee provides risk oversight with respect to compensation of the Company’s employees, including the named executive officers and other key officers, with the assistance of the Board. The Compensation Committee also reviews and approves all

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CORPORATE GOVERNANCE AND BOARD MATTERS

equity plan awards to all Company employees. We regularly review the Company’s compensation policies and practices and believe that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. For a comprehensive compensation risk analysis, see page 39.

ESG Matters. Key ESG matters, including environmental and climate-related risks and human capital risks such as employee health and safety and diversity, equity and inclusion, could have an adverse impact on our company. Our Board oversees these risks through the Nominating and Governance Committee, which has regular discussions on these matters with both internal and external personnel with relevant ESG responsibilities and expertise. The Board also supports and receives regular updates on progress in the Company’s reporting of ESG policies, metrics and related disclosures. In recent years, the Board has approved policies that enhance the Company’s commitments to respect human rights and to transparency of political contributions. The Board has also reviewed enterprise-level ESG risk and materiality assessments.

Cybersecurity. Our company is heavily reliant on information technology (“IT”), and potential IT failures and data security breaches could harm our business. IT and cybersecurity risk is managed by the IT Cyber Security Risk Officer and Chief Information Officer (“CIO”), and our Board oversees this risk via regular discussions with and presentations to the Audit Committee as part of Internal Audit and the CFO’s materials, paired with periodic presentations by the CIO and IT Cyber Security Risk Officer. The most recent formal presentation included highlights around the Company’s process to maintain IT security and discussed the mix of preventative and defensive approaches for IT Security and the formal incident response procedures in place. The Board also regularly inquires about changes, updates and potential issues in our strategy and execution of IT security risk management and has had other informal reviews with the CIO. Internal Audit conducts cybersecurity reviews as part of its audit procedures and presents its findings to the Board on a quarterly basis. Additionally, we conduct cybersecurity training for all employees at least annually. The Company has not had a material cybersecurity breach within the last three years. We believe these measures provide adequate risk oversight of information technology and cybersecurity matters that could affect the Company.

Board Meetings

During our fiscal year ended September 30, 2024, our Board of Directors held nine meetings and acted one time by written consent. Each director attended at least 75% of the Board and committee meetings for the committees on which he or she served held during the periods in which they served in fiscal 2024. Executive sessions of our non-employee directors, all of whom are independent, are held regularly. The sessions are scheduled and chaired by our Presiding Director, who also serves as the Chair of the Nominating and Governance Committee. Although we do not have a policy with respect to director attendance at our annual meeting of stockholders, the 2024 Annual Meeting was attended in person by each of our directors serving at that time.

Committees of the Board

Our Board is composed of seven independent directors and two management directors. Our independent directors meet regularly throughout the year in executive session to encourage open communication and discussion among the independent directors without the presence of management. The Presiding Director chairs these meetings, serves as liaison between the Chairman and the independent directors and has the authority to call meetings of the independent directors.

The Board has designated four primary committees that are responsible for various duties of the Board or its committees, as applicable. The four committees of the Board are the Nominating and Governance Committee, Audit Committee, Compensation Committee and Executive Committee. The Board of Directors has adopted governing Charters for each of the Nominating and Governance Committee, the Compensation Committee and the Audit Committee. Each of the committee chairs and Chairman discuss agendas for the Board and committees.

Executive Committee

The Executive Committee, while the Board is not in session, possesses all of the powers and may carry out all of the duties of the Board of Directors in the management of the business of the Company that by state or federal law or the NYSE Rules may be delegated to it by the Board of Directors. In fiscal 2024, the Executive Committee was composed of Donald R. Horton until his passing in May 2024. Following his passing, David Auld, our Executive Chairman, and Paul Romanowski, our CEO, were appointed to the Executive Committee.

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CORPORATE GOVERNANCE AND BOARD MATTERS

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CORPORATE GOVERNANCE AND BOARD MATTERS

Compensation of Directors

Our Board of Directors approves the annual compensation and fees paid to our non-employee directors, each of whom is listed in the “Director Compensation for Fiscal 2024” table. The Board’s goal is to set non-employee director compensation at a level of cash and equity compensation that appropriately reflects the responsibilities of each director’s service to the Company and its stockholders. The total annual compensation of directors has varied from year to year primarily due to our practice of awarding retainer restricted stock unit awards every three years. For fiscal 2024, Mr. Auld and Mr. Romanowski, as members of executive management, did not receive any additional compensation for serving on the Board of Directors. The details of compensation for these individuals are discussed in the Compensation Discussion and Analysis (“CD&A”) section beginning on page 27.

Strategic Advisor. For fiscal 2024, the Compensation Committee approved an annual strategic advisor fee and other benefits for Donald R. Horton, who ceased serving as an executive officer of the Company effective October 1, 2023, but continued his employment with the Company, serving as Chairman and Strategic Advisor until his passing. The strategic advisor fee was comprised of an annual cash fee of $3,875,000 and a grant of 95,435 restricted stock units subject to a three-year vesting period. At the time of Mr. Horton’s passing, Mr. Horton received $2,421,875 of the cash fee. As an employee, in fiscal 2024, Mr. Horton also participated in the Company’s SERP 2 (as defined below), 401(k) plan, and health care benefit plans. The amounts paid to Mr. Horton are set forth in the “Director Compensation for Fiscal 2024” table below. Mr. Horton did not receive any additional compensation for his services as a director.

Director Fees Paid in Cash. Non-employee directors are paid cash director and committee fees as compensation for attending meetings in person, by telephone conference or virtually. In fiscal 2024, compensation for attending the meetings was $17,500 for the first quarterly meeting and $20,000 for each of the subsequent three quarterly meetings, not to exceed $80,000 for the year. Additional compensation of $5,000 annually was paid for each committee on which a director serves, and $2,500 annually was paid to each committee chair. All compensation is paid quarterly and on a pro-rata basis if the composition of the committees changes during the year. In fiscal 2025, the Board determined to maintain the cash director fees at $20,000 for each of the four quarterly meetings, not to exceed $80,000 for the calendar year and to also maintain the same committee and chair fees.

Restricted Stock Units. We have historically granted our non-employee directors retainer restricted stock unit awards every three years that vest in annual installments over three years. These awards were last approved in January 2022 and no such retainer grants were made in fiscal 2024. Our non-employee directors are also granted a separate award of restricted stock units on an annual basis at the same time the Board and the Compensation Committee grant restricted stock units to a broad group of Company employees. Each of Ms. Allen, Mr. Anderson, Mr. Buchanan, Dr. Carson and Ms. Miller received a grant of 465 restricted stock units in March 2024 as reflected in the Director Compensation table that follows. These restricted stock units vest ratably over five years. When a new non-employee director joins our Board, the Board of Directors may award restricted stock units to the new non-employee director at that time. Accordingly, Mr. Crow, Ms. Crowley and Ms. Smith, as new directors appointed in August 2024, each received a new director restricted stock unit grant of 1,320 restricted stock units that vests ratably over five years as discussed in the Director Compensation table.

Expenses and Health Care Plan. Each non-employee director is entitled to reimbursement for reasonable expenses relating to his or her service on the Board and any committee, including travel, meals and other related expenses. Each non-employee director is also eligible to participate in the Company’s broad-based health care plan, and Ms. Allen, Mr. Anderson and Mr. Buchanan each elected to participate in the plan in fiscal 2024.

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Director Compensation for Fiscal 2024

For Ms. Allen, Mr. Anderson, Mr. Buchanan, Dr. Carson and Ms. Miller, the amounts represent the grant date fair value of $156.06 per unit for the 465 restricted stock units granted to each then serving non-employee director on March 21, 2024, which vest ratably over five years.

For Mr. Crow, Ms. Crowley and Ms. Smith, the amounts represent the grant date fair value of $183.63 per unit for the 1,320 restricted stock units granted to each newly appointed non-employee director on August 26, 2024 in connection with their appointments, which vest ratably over five years.

The grant date fair value of the restricted stock units was determined in accordance with the accounting guidance for share-based payments. The Company recognizes expense for these awards over the respective vesting period.

As of September 30, 2024, each non-employee director held the following number of unvested restricted stock units:

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PROPOSAL TWO – ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION

Proposal Two – Advisory Vote on the Approval of Executive Compensation

As required pursuant to Section 14A of the Securities Exchange Act, our stockholders are being asked to approve a non-binding advisory resolution to approve the compensation of our named executive officers, as disclosed in this Proxy Statement. Although this “say-on-pay” resolution is non-binding, our Board of Directors and Compensation Committee welcome your opinion and will consider the result of the vote when making future compensation decisions. Our Board has determined to hold an annual advisory vote on executive compensation, and we anticipate our next advisory vote on the approval of executive compensation after our 2025 Annual Meeting of Stockholders will be held at our 2026 Annual Meeting of Stockholders.

We encourage you to read the Compensation Discussion and Analysis beginning on page 27 of this Proxy Statement, which describes in detail how our executive compensation policies and procedures are designed and operate to achieve our compensation objectives, as well as the Summary Compensation Table and other related compensation tables, notes and narrative, which provide detailed information on the compensation of our named executive officers and the structure of our executive compensation programs that are designed to incentivize and reward executives for actions that create sustainable stockholder value and reward executives accordingly.

We believe that our current executive compensation program achieves an appropriate balance of short-term and long-term compensation incentives, reinforces the link between executive pay and the Company’s long-term performance and stock value, and thereby aligns the interests of our named executive officers with those of our stockholders.

In accordance with Section 14A of the Exchange Act, we are asking our stockholders to approve the following advisory resolution at the 2025 Annual Meeting:

RESOLVED, that the stockholders of D.R. Horton, Inc. (the “Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and narrative in the Proxy Statement for the Company’s 2025 Annual Meeting of Stockholders.

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EXECUTIVE OFFICERS

Executive Officers

Our current executive officers are:

During fiscal 2024, Donald R. Horton served as non-executive Chairman of the Board until his passing on May 16, 2024. Effective that same day, the Board appointed David Auld, then serving as Executive Vice Chair, as our Executive Chairman of the Board.

Non-Director Executive Officers

Michael J. Murray

Executive Vice President and Chief Operating Officer

Bill W. Wheat

Executive Vice President and Chief Financial Officer

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EXECUTIVE OFFICERS

The following table outlines the respective roles and responsibilities of each of our current named executive officers.

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EXECUTIVE COMPENSATION

Executive Compensation

Compensation Discussion and Analysis

Overview

Our Compensation Committee strives to design a fair and competitive compensation program for executive officers that will attract, motivate and retain highly qualified and experienced executives, reward superior performance and provide incentives that are based on the performance of the Company, with an overall emphasis on maximizing long-term stockholder value. This Compensation Discussion and Analysis (“CD&A”) provides information regarding our compensation objectives and the relationship between executive performance and executive compensation.

Our named executive officers (“NEOs”) for fiscal 2024 were:

Our Executive Compensation Principles Drive our Compensation Design

Our Board and its Compensation Committee strongly believe that it is in the best interests of stockholders to incentivize executives to take actions that create sustainable stockholder value and reward executives accordingly. To achieve that, the Compensation Committee has designed a compensation structure that is grounded in compensation principles which in turn drive our executive compensation objectives.

Our executive compensation design promotes alignment with stockholders and protects their interests.

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EXECUTIVE COMPENSATION

Key Performance Highlights

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EXECUTIVE COMPENSATION

Fiscal 2024 Compensation Highlights

Pay Mix

David V. Auld, Executive Chairman

Paul J. Romanowski, President and CEO

Other Named Executive Officers

(average)

Prior to approving the final amounts of compensation to be paid to our executive officers, including the PTI Bonuses, the Compensation Committee reviewed the key operating and financial results achieved in fiscal 2024 and determined that the mix of cash bonus and equity bonus was appropriate based on the results achieved. (See “2024 Fiscal Year — Pre-Tax Income Performance Bonus Results and Payout” on page 32.)

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EXECUTIVE COMPENSATION

Components of Compensation

Based on the objectives discussed above, our executive compensation for fiscal 2024 was designed to include pay elements that focus executives on, and reward actions that create, sustainable stockholder value. Hence, our executive compensation includes what the Compensation Committee believes to be an appropriate mix of cash and equity compensation, with a significant emphasis on performance-based incentives that are earned when the Company achieves performance measured against preset goals.

For fiscal 2024, the Compensation Committee designed a pay structure that it believes best serves the interests of stockholders as outlined in the table below:

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EXECUTIVE COMPENSATION

Cash Compensation: Base Salaries and Performance Bonuses

Base Salaries – Named Executive Officers

Base salaries for our executive officers provide a fixed base level of compensation. When setting fiscal 2024 base salaries for our executives, we considered the following factors:

When determining named executive officer base salaries, the Compensation Committee did not assign a specific weight to each of the factors listed above, did not target a specific percentile ranking that base salaries should be relative to the peer group, and did not use a target percentage that the base salaries should be in relation to total compensation. Effective October 1, 2023, Mr. Romanowski, who was previously Executive Vice President and Co-Chief Operating Officer, was appointed to the role of President and Chief Executive Officer. Upon his promotion, the Compensation Committee increased Mr. Romanowski’s base salary to reflect his additional responsibilities. The fiscal 2024 base salaries for the other named executive officers were unchanged. Base salaries for our named executive officers for fiscal 2024 and 2023 are set forth in the following table:

2024 Fiscal Year - Pre-Tax Income Performance Bonus

During fiscal 2024, in line with our compensation philosophy to award incentive bonuses to link pay with performance, Mr. Auld, Mr. Romanowski, Mr. Murray and Mr. Wheat each had the opportunity to earn a performance bonus (“PTI Bonus”) based on the Company’s pre-tax income earned during the year. “Pre-tax income” or “PTI” means consolidated income before income taxes, as publicly reported by the Company in its consolidated financial statements prepared in accordance with generally accepted accounting principles. The Compensation Committee believes that strong profitability increases the value of the Company, which benefits all of our long-term stockholders.

The maximum payout percentages for the PTI Bonus in fiscal 2024 are included in the table below. The Compensation Committee sets these percentages each year at the beginning of the fiscal year.

In lieu of receiving a discretionary cash bonus as in prior years, effective fiscal 2024, Mr. Wheat became eligible for the PTI Bonus in an effort to better align the pay structure within the executive team and provide bonuses directly in line with the creation of stockholder value. In addition, beginning with fiscal 2024, the PTI Bonus amount earned was equally split between cash and Company stock for all our named executive officers to further align their interests with our stockholders. The maximum payout percentages were subjectively determined rather than based on any specific formulaic methodology, and the Compensation Committee reserves the right to use its discretion to adjust downward, but not upward, the final earned PTI Bonus amounts. The Compensation Committee also assigns maximum potential payout dollar amounts for each executive. The threshold for achieving an annual incentive bonus was the attainment of positive pre-tax income. If no pre-tax income was attained, then no bonus would be earned under the PTI Bonus. The bonuses earned under the PTI Bonus program were as set forth in the tables on the next page.

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EXECUTIVE COMPENSATION