PULTEGROUP INC/MI/ (Form: 8-K, Received: 03/11/2022 16:32:28)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 10, 2022

PULTEGROUP, INC.

(Exact name of registrant as specified in its Charter)


Michigan	1-9804	38-2766606
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)


3350 Peachtree Road NE, Suite 1500
Atlanta,	Georgia	30326
(Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code:			404			978-6400

____________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, par value $0.01	PHM	New York Stock Exchange
Series A Junior Participating Preferred Share Purchase Rights		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company. ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On March 10, 2022, PulteGroup, Inc. (the “Company”) entered into the Fifth Amendment to Amended and Restated Section 382 Rights Agreement, dated as of March 18, 2010 (the “Original Rights Agreement”), between the Company and Computershare Trust Company, N.A., as rights agent, as amended by that certain First Amendment to Amended and Restated Section 382 Rights Agreement, dated as of March 14, 2013 (the “First Amendment”), that certain Second Amendment to Amended and Restated Section 382 Rights Agreement, dated as of March 10, 2016 (the “Second Amendment”), that certain Third Amendment to Amended and Restated Section 382 Rights Agreement, dated as of March 7, 2019 (the “Third Amendment”), that certain Fourth Amendment to Amended and Restated Section 382 Rights Agreement, dated as of May 11, 2020 (the “Fourth Amendment”, and, together with the Original Rights Agreement, the First Amendment, the Second Amendment and the Third Amendment, the “Section 382 Rights Agreement”). The Fifth Amendment to the Section 382 Rights Agreement, which was unanimously approved by the Company’s board of directors, extends the expiration date of the Section 382 Rights Agreement from June 1, 2022 to June 1, 2025 (subject to other earlier termination events, including if shareholder approval of the Fifth Amendment to the Section 382 Rights Agreement has not been obtained by June 1, 2022).

The Original Rights Agreement, including the effects on the rights of the holders of the Company’s Common Shares, par value $0.01, and the holders of the Company’s Series A Junior Participating Preferred Share Purchase Rights, is described in and included as an exhibit to the Company’s Current Report on Form 8-K filed March 23, 2010, the First Amendment is described in and included as an exhibit to the Company’s Current Report on Form 8-K filed March 15, 2013, the Second Amendment is described in and included as an exhibit to the Company’s Current Report on Form 8-K filed March 10, 2016, the Third Amendment is described in and included as an exhibit to the Company’s Current Report on Form 8-K filed March 7, 2019 and the Fourth Amendment is described in and included as an exhibit to the Company’s Current Report on Form 8-K filed May 11, 2020. The Fifth Amendment to the Section 382 Rights Agreement is filed as Exhibit 4.1 hereto and is incorporated by reference herein.

ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

4.1 Fifth Amendment to Amended and Restated Section 382 Rights Agreement, dated as of March 10, 2022, between PulteGroup, Inc. and Computershare Trust Company, N.A., as rights agent

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PULTEGROUP, INC.

Date:

March 11, 2022

By:

/s/ Todd N. Sheldon

Name:

Todd N. Sheldon

Title:

Executive Vice President, General Counsel and Corporate Secretary

FIFTH AMENDMENT TO AMENDED AND RESTATED
SECTION 382 RIGHTS AGREEMENT

This FIFTH Amendment, dated as of March 10, 2022 (this “Amendment”), to that certain Amended and Restated Section 382 Rights Agreement, dated as of March 18, 2010, as amended by that certain First Amendment to Amended and Restated Section 382 Rights Agreement, dated as of March 14, 2013, that certain Second Amendment to Amended and Restated Section 382 Rights Agreement, dated as of March 10, 2016, that certain Third Amendment to Amended and Restated Section 382 Rights Agreement, dated as of March 7, 2019, and that certain Fourth Amendment to Amended and Restated Section 382 Rights Agreement, dated as of May 11, 2020 (collectively, the “Section 382 Rights Agreement”), is made by and between PulteGroup, Inc., a Michigan corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”). Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Section 382 Rights Agreement.

WHEREAS, the Board of Directors of the Company (the “Board”) has determined it is in the best interests of the Company and its shareholders to revise Section 7(a) of the Section 382 Rights Agreement to extend the expiration date of the Section 382 Rights Agreement, subject to the approval of the shareholders of the Company;

WHEREAS, the Board has determined that it is advisable and in the best interests of the Company and its shareholders to put the Section 382 Rights Agreement, as amended by this Amendment, to a binding vote at the Company’s 2022 annual meeting of shareholders; and

WHEREAS, pursuant to its authority under Section 27 of the Section 382 Rights Agreement, the Board has authorized and approved this Amendment to the Section 382 Rights Agreement as of the date hereof, and an appropriate officer of the Company has delivered a certificate to the Rights Agent in accordance with Section 27 of the Section 382 Rights Agreement.

NOW THEREFORE, in consideration of the premises and the mutual agreements set forth in this Amendment, the parties hereto hereby agree as follows:

1. The Company hereby directs and instructs the Rights Agent, in its capacity as the Rights Agent under and in accordance with the terms of Section 27 of the Section 382 Rights Agreement, to execute this Amendment.

2. Paragraph (a), clause (i) of Section 7 of the Section 382 Rights Agreement is hereby amended to read in its entirety as follows:

“(i) the Close of Business on June 1, 2025 (the “Final Expiration Date”),”

3. Paragraph (a), clause (vi) of Section 7 of the Section 382 Rights Agreement is hereby amended to read in its entirety as follows:

“(vi) June 1, 2022 if Shareholder Approval has not been obtained by such date (the earliest of (i), (ii), (iii), (iv), (v) and (vi) being herein referred to as the “Expiration Date”).”

4. This Amendment shall be deemed to be a contract made under the laws of the State of Michigan and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State, provided, however, that all provisions regarding the rights, duties and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

5. This Amendment shall be deemed effective as of March 10, 2022. Except as otherwise amended hereby, the Section 382 Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby.

6. This Amendment may be executed in counterparts and each of such counterparts shall for all purposes be deemed to be an original, and both such counterparts shall together constitute but one and the same instrument. A signature to this Amendment executed and/or transmitted electronically shall have the same authority, effect, and enforceability as an original signature.

* * * * *

IN WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment to Amended and Restated Section 382 Rights Agreement to be duly executed and attested, all as of the day and year first above written.




Attest: By: /s/ Ellen Padesky Maturen Name: Ellen Padesky Maturen Title: Vice President and Deputy General Counsel			PULTEGROUP, INC. By: /s/ Todd N. Sheldon Name: Todd N. Sheldon Title: Executive Vice President, General Counsel and Corporate Secretary

Attest: By: /s/ Douglas Ives Name: Douglas Ives Title: AVP, Relationship Manager			COMPUTERSHARE TRUST COMPANY, N.A. By: /s/ Katherine Anderson Name: Katherine Anderson Title: Vice President, Relationship Management