UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A/A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

PulteGroup, Inc.

(Exact name of registrant as specified in its charter)

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

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box:  ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box:  ☐

Securities Act registration statement file number to which this form relates: N/A (if applicable)

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

None

(Title of class)

EXPLANATORY NOTE

This Form 8-A/A is being filed to update the description of the Series A Junior Participating Preferred Share Purchase Rights (the “Rights”) of PulteGroup, Inc., a Michigan corporation (the “Company”), which were previously registered under the Securities Exchange Act of 1934 (the “Exchange Act”) pursuant to the Company’s Form 8-A filed on March 6, 2009, as amended in the Company’s Form 8-A/A filed on April 20, 2009, Form 8-A/A filed on August 18, 2009, Form 8-A/A filed on September 24, 2009, Form 8-A/A filed on March 23, 2010, Form 8-A/A filed on March 15, 2013 and Form 8-A/A filed on March 10, 2016 (collectively, the “Original 8-A”).

Item 1. Description of Registrant’s Securities to be Registered.

This amends the Original 8-A relating to the Rights issued under the 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 (the “Rights Agent”), as amended by that certain First Amendment to Amended and Restated Section 382 Rights Agreement, dated March 14, 2013 (the “First Amendment”) and that certain Second Amendment to Amended and Restated Section 382 Rights Agreement, dated March 10, 2016 (the “Second Amendment” and, together with the Original Rights Agreement and the First Amendment, the “Section 382 Rights Agreement”). The Section 382 Rights Agreement, which is intended to protect shareholder value by attempting to protect against a possible limitation on the Company’s ability to use its net operating loss carryforwards and certain other tax benefits to reduce potential future U.S. federal income tax obligations, was scheduled to expire at the close of business on June 1, 2019.

On March 7, 2019, the Company and the Rights Agent entered into the Third Amendment to the Section 382 Rights Agreement, which was unanimously approved by our Board of Directors and which extends the expiration date of the Section 382 Rights Agreement from June 1, 2019 to June 1, 2022 (subject to other earlier termination events, including if shareholder approval of the Third Amendment to the Section 382 Rights Agreement has not been obtained by June 1, 2019).

The Rights and the Section 382 Rights Agreement are described in the Original 8-A, and such descriptions, as amended hereby, are incorporated by reference herein. The Original Rights Agreement is included as an exhibit to the Company’s Current Report on Form 8-K filed March 23, 2010, the First Amendment is included as an exhibit to the Company’s Current Report on Form 8-K filed March 15, 2013 and the Second Amendment is included as an exhibit to the Company’s Current Report on Form 8-K filed March 10, 2016. The Third Amendment to the Section 382 Rights Agreement is filed as Exhibit 4(d) hereto, and is incorporated by reference herein.

Item 2. Exhibits.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.