MARSHALL RYAN 4

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.