MARSHALL RYAN 4
4 · PULTEGROUP INC/MI/ · Filed Feb 6, 2026
Research Summary
AI-generated summary of this filing
PulteGroup (PHM) CEO Ryan Marshall Sells 111,250 Shares
What Happened
Ryan Marshall, Chief Executive Officer, President and Director of PulteGroup (PHM), reported multiple transactions tied to vested performance awards and subsequent sales. On Feb 4, he received stock awards (120,818 and 29,170 shares granted to settle a performance award) and had 53,813 shares surrendered to the issuer to cover tax withholding (reported at $130.87 per share, ~$7.04M). On Feb 5 he sold 111,250 shares in open-market transactions at an average weighted price of $133.86 for about $14.89M and made a gift of 3,750 shares.
Key Details
- Primary sale: 111,250 shares sold on 2026-02-05, average price $133.86, total ≈ $14,892,036. (Sale prices ranged $132.66–$135.49; weighted average reported.)
- Tax withholding: 53,813 shares surrendered on 2026-02-04 at $130.87, totaling ≈ $7,042,238 (covers tax obligations on vested shares).
- Awards: 120,818 and 29,170 shares granted on 2026-02-04 to settle a stock-settled performance award; these shares are fully vested and exercisable.
- Gift: 3,750 shares donated on 2026-02-05.
- 401(k) note: The filing notes 2,585.326 shares of PHM are held in the PulteGroup 401(k) Stock Fund as of Feb 4, 2026.
- Filing timing: Report filed Feb 6 for transactions dated Feb 4–5; no late filing flag indicated in the report.
Context
This sequence reflects a common pattern where performance awards vest, some shares are withheld to cover taxes, and the executive sells a portion of shares in the open market. Gifts do not necessarily indicate a change in sentiment. The awards were stock-settled (not new option exercises), and the recorded tax-withholding shows a net settlement rather than a cash exercise.
Insider Transaction Report
- Award
Common Stock
[F2][F3]2026-02-04+120,818→ 795,285 total - Tax Payment
Common Stock
[F4]2026-02-04$130.87/sh−53,813$7,042,238→ 741,472 total - Award
Common Stock
2026-02-04+29,170→ 770,642 total - Sale
Common Stock
[F5]2026-02-05$133.86/sh−111,250$14,892,036→ 659,392 total - Gift
Common Stock
2026-02-05−3,750→ 655,642 total
- 1,079.254(indirect: By 401(k))
Units
[F1]
Footnotes (5)
- [F1]Represents units of the PulteGroup, Inc. Stock Fund (the Fund) of the PulteGroup, Inc. 401(k) Plan. The Fund consists of cash and Common Stock in amounts that vary from time to time. The reporting person's units represent 2585.326 shares of PulteGroup, Inc. Common Stock held in the Fund as of February 04, 2026.
- [F2]These shares are fully vested and exercisable.
- [F3]These shares were granted to settle a stock-settled performance award under the PulteGroup, Inc. 2019 Senior Management Incentive Plan.
- [F4]These shares were surrendered to issuer to cover tax obligations on common shares on which the restrictions have lapsed.
- [F5]The price reported is an average weighted price. These shares were sold in multiple transactions at prices ranging from $132.66 to $135.49, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.