DHI D R Horton Inc

As filed with the Securities and Exchange Commission on January 25, 2024

Registration No. 333-133948

Registration No. 333-208116

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST EFFECTIVE

AMENDMENT NO. 1

TO

Form S-8 Registration Statement No. 333-133948

Form S-8 Registration Statement No. 333-208116

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

D.R. HORTON, INC.

(Exact name of registrant as specified in its charter)

1341 Horton Circle,

Arlington, Texas 76011

(817) 390-8200

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

D.R. HORTON, INC. 2006 STOCK INCENTIVE PLAN, AS AMENDED & RESTATED

D.R. HORTON, INC. 2024 STOCK INCENTIVE PLAN

(Full Title of the Plans)

Thomas B. Montaño

Senior Vice President and Corporate Secretary

1341 Horton Circle,

Arlington, Texas 76011

(817) 390-8200

(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

Copy to:

Krista Hanvey, Esq.

Gibson, Dunn & Crutcher LLP

2001 Ross Avenue

Dallas, Texas 75201

(214) 698-3100

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.  ☐

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 (the “Post-Effective Amendment”) relates to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) filed by D.R. Horton, Inc.:

D.R. Horton, Inc.’s Board of Directors approved the D.R. Horton, Inc. 2024 Stock Incentive Plan (the “2024 Plan”) on December 12, 2023, and the 2024 Plan was subsequently approved by D.R. Horton, Inc.’s stockholders on January 17, 2024 (the “Effective Date”). Pursuant to the terms of the 2024 Plan, the number of shares of Common Stock remaining available under the 2006 Plan as of the Effective Date, plus any shares of Common Stock subject to outstanding awards under the 2006 Plan as of the Effective Date that, on or after such date, cease for any reason to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in nonforfeitable shares of Common Stock) will be issuable under the 2024 Plan.

Pursuant to the undertakings in Item 9 of the Registration Statements, we are filing this Post-Effective Amendment to provide that the Registration Statements shall also cover up to 245,876 shares of Common Stock remaining available for issuance under the 2006 Plan as of the Effective Date as well as up to 4,260,933 shares of Common Stock subject to outstanding awards under the 2006 Plan as of the Effective Date, that on or after such date are not issued because such shares of Common Stock cease for any reason to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in nonforfeitable shares of Common Stock) and become issuable under the 2024 Plan.

EXHIBIT INDEX

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, D.R. Horton, Inc., certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Arlington, State of Texas, on this 25th day of January, 2024.

Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.

Exhibit 5.1

		Gibson, Dunn & Crutcher LLP   2001 Ross Avenue Dallas, TX 75201-2911 Tel 214.698.3100 www.gibsondunn.com

January 25, 2024

D.R. Horton, Inc.

1341 Horton Circle

Arlington, Texas 76011

Ladies and Gentlemen:

We have examined (i) the Registration Statement on Form S-8 of D.R. Horton, Inc., a Delaware corporation (the “Company”) filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on May 10, 2006 (the “2006 Registration Statement”), in connection with the offering by the Company of up to 30,695,244 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), issuable to eligible individuals under the Company’s 2006 Stock Incentive Plan (as amended and restated, the “2006 Plan”); and (ii) the Registration Statement on Form S-8 of the Company filed with the Commission pursuant to the Securities Act on November 20, 2015 in connection with the offering by the Company of up to 25,000,000 shares of the Common Stock issuable to eligible individuals under the 2006 Plan (the “2015 Registration Statement” and, together with the 2006 Registration Statement, the “Prior Registration Statements”).

Pursuant to the terms of the Company’s 2024 Stock Incentive Plan (the “2024 Plan”), the 245,876 shares of Common Stock remaining available for issuance under the 2006 Plan as of January 17, 2024, as well as any shares of Common Stock subject to outstanding awards under the 2006 Plan as of January 17, 2024 that, on or after such date, cease for any reason to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in nonforfeitable shares of Common Stock) will be available for issuance under the 2024 Plan (such shares of Common Stock, collectively, the “Rollover Shares”).

We have examined the Post-Effective Amendment No. 1 to the Prior Registration Statements (the “Registration Statement”) to be filed with the Commission pursuant to the Securities Act in connection with the offering by the Company of such Rollover Shares that may become available for issuance under the 2024 Plan.

We have examined the 2024 Plan and the originals, or photostatic or certified copies, of such records of the Company and certificates of officers of the Company and of public officials and such other documents as we have deemed necessary or advisable to enable us to render this opinion. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as

Abu Dhabi • Beijing • Brussels • Century City • Dallas • Denver • Dubai • Frankfurt • Hong Kong • Houston • London • Los Angeles

Munich • New York • Orange County • Palo Alto • Paris • Riyadh • San Francisco • Singapore • Washington, D.C.

D.R. Horton, Inc.

January 25, 2024

Page 2

originals and the conformity to original documents of all documents submitted to us as copies. We have also assumed that there are no agreements or understandings between or among the Company and any participants in the 2024 Plan that would expand, modify or otherwise affect the terms of the 2024 Plan or the respective rights or obligations of the participants thereunder. Finally, we have assumed the accuracy of all other information provided to us by the Company during the course of our investigations, on which we have relied in issuing the opinion expressed below.

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein and in reliance on the statements of fact contained in the documents that we have examined, we are of the opinion that the Rollover Shares, when issued and sold in accordance with the terms set forth in the 2024 Plan and against payment therefor, and when the Registration Statement has become effective under the Securities Act, will be validly issued, fully paid and non-assessable.

We render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation Law (the “DGCL”). This opinion is limited to the effect of the current state of the DGCL and to the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.