UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________

FORM 8-K

______________________________

Current Report

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

Date of ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): May 5, 2025

Date of Report (Date of earliest event reported): April 17, 2025

______________________________

D.R. Horton, Inc.

(Exact name of registrant as specified in its charter)

Delaware

1-14122

75-2386963

~~1-14122~~

~~75-2386963~~

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

(State or other jurisdictionof incorporation)

(CommissionFile Number)

(IRS EmployerIdentification No.)

1341 Horton Circle, Arlington, Texas 76011

(Address of principal executive offices)

Registrant’s telephone number, including area code: (817) 390-8200

~~(Registrant’s~~ Not ~~telephone number, including area code)~~Applicable

~~______________________________~~(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 (see General Instruction A.2. below):

☐	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

Name of Each Exchange on Which Registered

Common Stock, par value $.01 per share

DHI

New York Stock Exchange

5.000% Senior Notes due 2034

DHI 34

New York Stock Exchange

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $.01 per share	DHI	New York Stock Exchange

5.000% Senior Notes due 2034	DHI 34	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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 2 1.0201. ~~Results~~ ofEntry ~~Operations~~into ~~and~~a ~~Financial~~Material ~~Condition~~Definitive Agreement.

On ~~April~~May 175, 2025, D.R. Horton, Inc. ~~issued~~(the a“Company”) ~~press~~completed ~~release~~a ~~announcing~~public ~~its~~offering ~~results~~(the ~~and~~“Offering”) ~~related~~of ~~information for its second quarter ended March~~$500 ~~31,~~million ~~2025~~aggregate ~~and~~principal ~~declaring~~amount of its ~~quarterly dividend~~4.850% ASenior ~~copy~~Notes ofdue 2030 (the ~~press~~“Notes”). ~~release~~The isCompany ~~attached~~received ~~hereto~~net asproceeds ~~Exhibit~~from ~~99.1~~the ~~and~~Offering, isafter ~~incorporated~~the byunderwriting ~~reference~~discount, inof ~~its entirety into this Item~~$496.7 2million.~~02.~~

The ~~information~~Notes ~~furnished~~are ingoverned ~~this~~by ~~Item 2.02~~a ~~shall~~Senior ~~not~~Debt beSecurities ~~deemed~~Indenture (the “~~filed~~Indenture”), ~~for~~dated ~~purposes~~as of ~~Section~~October 1810, of2019, between the ~~Securities~~Company ~~Exchange~~and ~~Act~~Truist ofBank ~~1934,~~(formerly known as ~~amended~~Branch Banking and Trust Company), oras ~~otherwise~~trustee ~~subject~~(the to“Trustee”), as supplemented by the ~~liabilities~~Eighth Supplemental Indenture, dated as of ~~that~~May 5, ~~section~~2025 (the “Eighth Supplemental Indenture”), ~~nor~~among ~~shall~~the ~~such~~Company, ~~information~~the beguarantors ~~deemed~~party ~~incorporated~~thereto by(the ~~reference~~“Guarantors”), inand ~~any~~the ~~filing~~Trustee. ~~under~~Interest on the ~~Securities~~Notes ~~Act~~will accrue at a rate of ~~1933~~4.850% per annum on the principal amount from May 5, as2025, ~~amended~~payable semi-annually on April 15 and October 15 of each year, ~~except~~beginning ason ~~shall~~October 15, be2025. ~~expressly~~The ~~set~~Notes ~~forth~~will mature on October 15, 2030 subject to earlier redemption or repurchase. The Notes are guaranteed by ~~specific~~substantially ~~reference~~all inof ~~such~~the ~~filing~~Company’s current homebuilding subsidiaries.

Optional Redemption

The Company may, at its option, generally redeem all or a portion of the Notes at any time. If the Company redeems the Notes prior to September 15, 2030, the redemption price for the Notes to be redeemed will be equal to the greater of: (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the notes matured on September 15, 2030) on a semi-annual basis at the Treasury Rate (as defined in the Indenture) plus 20 basis points less (b) interest accrued to the date of redemption; and (ii) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest on the principal amount of the Notes being redeemed to (but not including) the redemption date. If the Notes are redeemed on or after September 15, 2030, the redemption price for such Notes will equal 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest on the principal amount of the Notes being redeemed to (but not including) the redemption date.

Change of Control

Upon the occurrence of certain events resulting in both a change in control of the Company and a ratings downgrade with respect to the Notes, subject to certain exceptions, the Company will be required to make an offer to each holder of the Notes to purchase all or any part of such holder’s Notes at 101% of the aggregate principal amount thereof, plus accrued and unpaid interest to the date of purchase.

Events of Default

The Indenture includes customary events of default, including payment defaults, failure to pay certain other indebtedness and certain events of bankruptcy, insolvency or reorganization.

Ranking

The Notes are general unsecured obligations of the Company and rank senior in right of payment to any future indebtedness of the Company that is, by its terms, expressly subordinated in right of payment to the Notes and equal in right of payment with all existing and future unsecured indebtedness of the Company that is not so subordinated. The guarantees will be general unsecured obligations of the Guarantors and will rank senior in right of payment to any future indebtedness of the Guarantors that is, by its terms, expressly subordinated in right of payment to the guarantees and will rank equal in right of payment with all existing and future unsecured indebtedness of the Guarantors that is not so subordinated.

The above description of the Notes and the Eighth Supplemental Indenture is qualified in its entirety by reference to the full text of the Eighth Supplemental Indenture (including the form of Note included therein), a copy of which is filed as Exhibit 4.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits
	99.1	Press Release dated April 17, 2025 related to the Company’s results and related information for the second quarter ended March 31, 2025.
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document contained in Exhibit 101).

(d)

Exhibits


		4.1		Eighth Supplemental Indenture, dated as of May 5, 2025, among D.R. Horton, Inc., the guarantors named therein and Truist Bank (formerly known as Branch Banking and Trust Company), as trustee, relating to the 4.850% Senior Notes due 2030 of D.R. Horton, Inc.

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

SIGNATURE

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.

D.R. Horton, Inc.

Date:

April 17, 2025

By:

/S/ BILL W. WHEAT

Bill W. Wheat

Executive Vice President and

Chief Financial Officer

Date: May 5, 2025

3D.R. Horton, Inc. By: /s/ Thomas B. Montaño Senior Vice President and Corporate Secretary

Filing Compare · HORTON D R INC /DE/