Romanowski Paul J 4

What Happened
Paul J. Romanowski, President & CEO and a director of D.R. Horton (DHI), had 1,734 restricted stock units (RSUs) convert into 1,734 shares on 2026-03-17. To cover tax withholding, 697 of those shares were surrendered to the company at a reported withholding price of $142.14, generating $99,072 in tax withholding proceeds. The net result: 1,037 shares were issued to Romanowski (1,734 vested − 697 withheld). This was not an open-market sale or purchase but a routine vesting with share withholding for taxes.

Key Details

• Transaction date: 2026-03-17; Form 4 filed 2026-03-18 (timely filing).
• Vesting/conversion: 1,734 RSUs converted to 1,734 shares (transaction code M).
• Tax withholding: 697 shares surrendered (transaction code F) at $142.14 per share, proceeds $99,072.
• Shares remaining issued to insider from this vesting: 1,037 (1,734 − 697).
• Shares owned after transaction: not reported in the provided excerpt.
• Relevant footnotes:
  • F1: Each RSU converts into one share of DHI common stock.
  • F2: The 697 shares were surrendered to cover tax obligations on the 1,734 shares issued upon vesting.
  • F3: The RSUs were part of an 8,670‑unit grant on 2021-03-17 that vests in five annual installments beginning 2022-03-17.

Context
This was a routine RSU vesting event with shares withheld to satisfy tax withholding, not an insider selling shares on the open market. For retail investors, such tax-withholding share surrenders are standard and do not by themselves indicate the insider is reducing their stake or expressing a view on the stock.