KB Home : 2024 Proxy Statement

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Dear Fellow Stockholder:

Together with the Board of Directors and the management team of KB Home, I am pleased to invite you to participate in our 2024 Annual Meeting of Stockholders. The meeting will be conducted through an online webcast at 9:00 a.m. Pacific Time on Thursday, April 18, 2024.

2023 in Review

The KB Home team delivered healthy results in 2023, as we successfully navigated fluctuating market conditions, maintaining our focus on the long term. We were steadfast in our commitments to taking care of our customers, protecting and further building our brand, positioning the Company for profitable growth, and advancing our award-winning sustainability program.

Reflecting on 2023, I am reminded of the remarkable contrast between how the year began and ended. With the start of the year characterized by a continuing soft demand environment resulting primarily from higher mortgage interest rates, our initial 2023 guidance projected about $5.5 billion in housing revenues, equating to roughly 11,400 deliveries. We achieved much stronger results, closing 13,236 homes and generating revenues of $6.4 billion. Two important areas of focus in 2023 were lowering our costs to build and compressing our build times--aspects of our business that had been significantly impacted by the supply chain challenges of the prior few years--and we successfully executed in both areas. In addition, we took steps to work with our buyers on affordability, as they adjusted to the higher rates. Our results, along with the repurchase of 11% of our shares outstanding since the start of the year, contributed to diluted earnings per share of $7.03 and 15% growth in our book value per share in 2023 to $50.22.

Together with expanding our scale, returning capital to stockholders has become one of our key priorities in allocating the substantial cash that our business generates. We remain focused on striking an appropriate balance in managing these priorities. In 2023, we invested $1.8 billion to acquire and develop land and returned nearly $470 million in cash to stockholders primarily through share repurchases, as well as our regular quarterly dividend, which we increased by approximately 33% in July 2023.

Building for the Future

Our vision is to be the most customer-obsessed homebuilder in the world. We partner with our customers to help them achieve their dreams of homeownership, creating a highly satisfying experience through a compelling, simple, and personalized homebuying process distinguished by phenomenal customer service. I am proud that in 2023, we maintained our status as the #1 customer-ranked national homebuilder, based on buyer satisfaction surveys on TrustBuilder®, a third-party, industry-specific homeowner review site. Rankings are established entirely on direct responses from homebuyers, reinforcing that our distinct homebuying experience resonates with them. Ensuring we operate our business in alignment

with our values is one of the most impactful ways we can continue building a bigger and more profitable Company in the future.

Sustainability is another way in which we are building for the future, and it is an area in which we have led our industry for 17 years. We endeavor to find ways to offer energy- and water-efficient features that conserve resources while lowering the total cost of homeownership. We call it "doing well by doing good"--a philosophy that has resulted in national recognition of our achievements. We successfully executed on several key initiatives during the last year, and I encourage you to learn more about what we are doing to drive a more sustainable future by visiting our website. In addition, our 17th Annual Sustainability Report, the longest-running publication of its kind for a national homebuilder, is slated for publication in April.

Closing Thoughts

We believe the long-term outlook for the new housing market remains favorable, driven by low existing home inventory levels, solid employment and wage growth. Demographics have been and, we expect will continue to be, a significant factor, with the largest generational cohorts, millennials and Gen Z's, demonstrating a strong desire for homeownership. We have built a solidly profitable business, based upon our highly personalized, customer-oriented and differentiating Built to Order business model, with a recognized brand that consumers trust. Our talented and long-tenured management team is ready to lead our Company forward, and we have demonstrated the ability to navigate varying market conditions with a thoughtful approach focused on the long term. With a solid backlog in place, we believe we are well positioned to achieve our delivery target for 2024. We anticipate achieving double-digit growth in our ending community count this year and expect our cash generation, as well as solid liquidity, will enable us to invest in our future growth while continuing to return capital to stockholders.

I am excited about the Company's future, as the KB Home team remains committed to managing our business to drive long-term stockholder value. Together with our Board of Directors, we sincerely thank you for your investment and continued support.

Sincerely,

JEFFREY T. MEZGER

Chairman and Chief Executive Officer

March 8, 2024

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2024 Annual Meeting Summary

Annual Meeting Information

Meeting Agenda

Participating in the Annual Meeting Webcast

Corporate Governance and Board Matters

Board and Committee Governance Structure

Our Board's Risk Oversight Role

Board Experience and Skills

Director Compensation

Non-Employee Director Compensation Director Compensation During Fiscal Year 2023

Election of Directors

Ownership of KB Home Securities

Compensation Discussion and Analysis

Financial Performance and Compensation

Highlights

Pay For Performance - 2023 Fiscal Year CEO

Compensation

Engaging With Our Stockholders

Pay Program Overview

NEO Compensation Components

Executive Compensation Decision-Making Process

and Policies

Management Development and Compensation

Committee Report

Executive Compensation

Summary Compensation Table

Grants of Plan-Based Awards During Fiscal Year 2023

Outstanding Equity Awards at Fiscal Year-End 2023

Option Exercises and Stock Vested During Fiscal Year 2023

Pension Benefits During Fiscal Year 2023

4 Non-Qualified Deferred Compensation During

4	Fiscal Year 2023	39
Pay Versus Performance	39
4
CEO Pay Ratio	42
4
Potential Payments Upon Termination of
6
Employment or Change in Control	42
6	Advisory Vote to Approve Named Executive
7
Officer Compensation	46
9
Ratify Ernst & Young LLP's Appointment as
10
Independent Auditor	48
10
Independent Auditor Services and Fees	48
11
Audit Committee Report	49
12	Annual Meeting Voting Matters and Other
18	Information	50
20	Voting Your Shares	50
Voting Procedures	50
20	Proxy Solicitation Costs	51
Internet Availability of Proxy Materials	51
21	Stockholder Proposals for Our 2025 Annual
22	Meeting of Stockholders	51
24	Commitment to Sustainability	52

25 Annex 1: Corporate Governance Processes

31	and Procedures	53
Director Independence Determinations	53
34	Related Party Transactions	53
Director Qualifications and Nominations	53
35
Board Evaluation Process	54
35
Audit Fee Pre-Approval Policy; Audit Committee
	Designation	54

36	Annex 2: Reconciliation of Non-GAAP
37	Financial Measures	55

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Notice

of 2024 Annual Meeting of Stockholders

Thursday, April 18, 2024

9:00 a.m., Pacific Time

Webcast Meeting Location: meetnow.global/M9X547D

Items of Business

1. Elect nine directors for a one-year term.
2. Advisory vote to approve named executive officer compensation.
3. Ratify Ernst & Young LLP's appointment as KB Home's independent registered public accounting firm for the fiscal year ending November 30, 2024.

The accompanying Proxy Statement describes these items in more detail. We have not received notice of any other matters that may be properly presented at the meeting.

Record Date

You are entitled to vote at the meeting and any adjournment or postponement of the meeting if you were a stockholder as of the close of business on February 26, 2024.

By order of the Board of Directors,

WILLIAM A. (TONY) RICHELIEU

Vice President, Corporate Secretary and

Associate General Counsel

Los Angeles, California

March 8, 2024

Voting

Please vote as soon as possible to ensure your shares will be represented. Holders of record may vote via the Internet, telephone or mail. Stockholders whose shares are held by an intermediate broker or financial institution, also called beneficial holders, must vote in the way their intermediary provides. Holders with a control number from our transfer agent can vote at the meeting.

Virtual Meeting Format

The meeting will be conducted online through an audio-only webcast. The accompanying Proxy Statement contains information about participating in the meeting. The meeting will have no physical location.

Annual Report

Our Annual Report on Form 10-K for the fiscal year ended November 30, 2023 ("Annual Report"), including audited financial statements, is being made available to stockholders concurrently with the accompanying Proxy Statement on or about March 8, 2024.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on April 18, 2024: Our Proxy Statement and Annual Report are available at www.kbhome.com/investor/proxy.

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2024 Annual Meeting Summary

Your Board is furnishing this Proxy Statement and a proxy/voting instruction form or Notice of Internet Availability to solicit your proxy for KB Home's 2024 Annual Meeting of Stockholders ("Annual Meeting"). We anticipate these proxy materials will be made available to stockholders on or about March 8, 2024 and filed with the Securities and Exchange Commission ("SEC") on the same date. Below is summary information about the Annual Meeting. Please review all the information in this Proxy Statement before voting.

Annual Meeting Information

Date & Time	Location:
Thursday, April 18, 2024	Audio-only Webcast Meeting at
9:00 a.m., Pacific Time	meetnow.global/M9X547D

Meeting Agenda

Items of Business

Election of Directors

Advisory vote to approve named executive officer ("NEO") compensation, also known as "Say-on-Pay"

Ratify Ernst & Young LLP's appointment as KB Home's independent registered public accounting firm ("Independent Auditor") for the fiscal year ending November 30, 2024

Board Recommendation	Voting Standard
FOR each of the nine nominees	Majority of Votes Cast
FOR	Majority of Shares Present
and Entitled to Vote
FOR	Majority of Shares Present
and Entitled to Vote

Participating in the Annual Meeting Webcast

The Annual Meeting webcast at meetnow.global/M9X547D will open at approximately 8:45 a.m., Pacific Time, on April 18, 2024. To access the audio-only meeting, vote and ask questions, you will need a valid control number from our transfer agent, Computershare. Holders of record will receive their control number on the notice or proxy card Computershare distributes to them.

Questions may be submitted before or during the Annual Meeting. To submit a question in advance, visit meetnow.global/M9X547D before 8:59 p.m., Pacific Time, on April 17, 2024, and enter a valid control number. We will endeavor to answer as many stockholder questions as time permits. However, we may not respond to questions that are not pertinent to Annual Meeting matters or our business. Single responses to a group of substantially similar questions may be provided to avoid repetition. We ask attendees to help us keep the proceedings orderly by following the meeting rules of conduct.

If you are a beneficial holder, meaning an intermediate broker or financial institution holds your shares, you must register with Computershare no later than 5:00 p.m., Eastern Time, on April 15, 2024, to be able to vote and ask questions at the Annual Meeting. To register, please provide Computershare with proof of your KB Home stockholdings, known as a legalproxy, obtained from your broker or financial institution, along with your name and email address. Send the items by email to [e-mail] (use KB Home Legal Proxy in the subject line); or by mail to: Computershare, KB Home Legal Proxy, P.O. Box 43001; Providence, RI 02940-3001. Computershare will email you confirmation of your registration.

Beneficial holders who cannot obtain a legal proxy can attend the Annual Meeting as a guest at the above-noted Internet address, but they will not be able to vote or ask questions.

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Our Values

We make relationships the foundation for all we do.

It takes strong relationships to build a home. To build a strong relationship it takes respect, integrity, and open and honest communication. Our employees are the heart and soul of KB, and that belief in relationships defines how we behave toward each other, how we treat our customers through every step of the process, and, how we work with our suppliers, trade, and municipality partners.

We build homes that make lives better.

Innovative design and quality construction standards are the cornerstones of our brand. Behind our continuous drive to build exceptional homes is a passion for the wellbeing of those who live in them. From architecture to construction to customer service, we care about making our buyers' lives more comfortable, convenient, and healthy. That's how we lead the industry in customer satisfaction, and strive to keep it that way.

We believe that everyone deserves a home that's as unique as they are.

Our business model is built on a simple, yet radical idea: a house becomes your home when it's an expression of who you are. That's why we give our customers the ability to choose - from homesite to elevation, from floor plan to design options - and a buying experience that's personalized from end-to-end.

We deliver more for less.

We believe that every customer deserves a home that lives up to their dreams. That's why it's our shared responsibility to ensure that what we build delivers great value, so that every customer gets a home - and a homebuying experience

• that can exceed their expectations without exceeding their budget. It's a disciplined and responsible approach to homebuilding that's good for our homebuyers and our business.

We strive for a better shared future.

From individuals, to families, to whole communities, our collective actions can have a beneficial impact on the world. We believe that every decision we make, from how we manage our workplace, to how we run our operations, has the potential to advance environmental, social, and economic sustainability.

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Corporate Governance and Board Matters

The Board has established an appropriate governance framework to oversee the management of our business, as summarized below. (1)

Independence

Accountability

2023 Meetings and Attendance

Effectiveness

Standards

• All directors, except for our Chief Executive Officer ("CEO"), are independent.
• The Lead Independent Director position has significant responsibilities and authority, as described below.
• Only independent directors serve on Board committees.
• During 2023, there were no Related Party Transactions (as described in Annex 1).
• All directors are elected on an annual basis under a majority voting standard.
• We have one class of voting securities allowing each holder one vote for each share held, and no supermajority voting requirements (except per Delaware law, our state of incorporation).
• We proactively engage with our stockholders year-round on our business strategy, performance and outlook.
• Directors and senior executives are subject to significant stock ownership requirements, and they and all employees may not pledge or hedge holdings of our securities.
• Executive officers are subject to an incentive-based compensation recovery policy, and all unvested employee equity awards require double-trigger vesting in a change in control.
• The Board held five meetings and also acted by unanimous written consent.
• The Audit and Compliance Committee held six meetings.
• The Management Development and Compensation Committee held six meetings.
• The Nominating and Corporate Governance Committee held five meetings.
• Each incumbent director standing for election attended at least 75% of his or her total Board and committee meetings.
• We expect directors to attend our annual stockholder meetings. All directors attended our 2023 annual meeting.
• No more than one director may be an employee.
• Non-employee directors hold an executive session without management at each regularly scheduled Board meeting.
• Directors must retire as of the first Annual Meeting following their 75th birthday. Our directors' average age is 61.
• Directors may not serve on more than five other public company boards or, if they are a public company chief executive officer, on more than two other public company boards. No directors are over-boarded.
• The Board and each of its standing committees conduct an annual self-evaluation of its performance.

Board and Committee Governance Structure

Board Leadership

Jeffrey T. Mezger, our CEO, has served as Chairman of the Board since 2016. The non-employee directors have elected Mr. Mezger as Chairman based on their belief that with his fundamental understanding of our business model and effective operational leadership, combining the Chairman and CEO roles enhances our ability to achieve our long-term strategic and operational objectives

Lead Independent Director Key Duties

more so than separating the roles. Board governance is balanced with a strong Lead Independent Director position, which is designed to maintain the Board's independent oversight. Melissa Lora has served as Lead Independent Director since 2016 and will continue to do so through her current term.

• Presides at all Board meetings where the Chairman is not present and at all executive sessions and meetings of the non-employee directors, which may be called at any time and for any purpose.
• Consults with the Chairman and the non-employee directors regarding meeting agendas and schedules, as well as the content and flow of information to the Board.
• Provides Board leadership if there is (or there is perceived to be) a conflict of interest with respect to the role of the Chairman who is also the CEO.
• If requested by major stockholders, being available to them for consultation and communication as appropriate.
• Any additional duties set forth in our Corporate Governance Principles or By-Laws, or as the Board may determine from time to time.

1. Additional information about our corporate governance policies, processes and procedures is provided in Annex 1

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Corporate Governance and Board Matters

Our Board's Risk Oversight Role

Our Board's Risk Oversight Role

Our Board is elected by our stockholders to oversee the management of our business and affairs and assure stockholders' long-term interests are being served. Among other specified activities, the Board as a whole, or through its standing committees, reviews assessments of and senior management's plans with respect to significant risks we face. As described under "Commitment to Sustainability," the Board oversees our sustainability program as part of our overall business strategy.

Risk Management Structure and Processes. The Board has delegated oversight of certain risks to its standing committees, as described below. The committee chairs report to the Board about such delegated risks and other matters at each Board meeting. The Board itself monitors significant enterprise-wide operational and financial risks to our business, and management's strategies to address or mitigate them, through briefings our CEO, Chief Financial Officer ("CFO") and President and Chief Operating Officer ("COO") provide at each Board meeting and between meetings, as appropriate. The Board also receives regulatory and legal briefings from our general counsel.

Financial and Operational Risk Areas. The Board reviews and approves our shelf registration statements and debt and equity offerings thereunder, in some cases delegating the pricing of such

transactions to a standing or ad hoc committee of independent directors, as well as our unsecured revolving credit facility and term loan agreements, and our share repurchase programs. The Board also approves land acquisitions if the purchase price or the purchase price plus expected land development exceed certain thresholds. Though no such land acquisition reviews occurred in 2023, in such cases, the proposed project, as with all our communities, will have previously been assessed through our standard local, regional and corporate review processes.

Cybersecurity Risk Review. The Board through its Audit and Compliance Committee monitors cybersecurity risks and our evolving physical, electronic and other protection strategies and initiatives. This includes engaging in periodic reviews with management covering our cybersecurity tools and resources, threat environment, incident reporting procedures and future plans. Our chief information officer conducts this review with the committee, most recently in January 2024. Our chief information officer is supported by a chief information security officer and other employees and dedicated contract personnel experienced with information technology and cybersecurity matters who are responsible for evaluating and deploying the cybersecurity measures we employ, as described in the Annual Report.

Standing Board Committee Profiles

Audit and Compliance	Members:
Committee	 Dr. Thomas W. Gilligan (Chair)	 Kevin P. Eltife
("Audit Committee")
 Jose M. Barra	 Dr. Stuart A. Gabriel

• Dorene C. Dominguez

Principal Responsibilities:

Oversees our corporate accounting and reporting practices and audit process, including our Independent Auditor's qualifications, independence, retention, compensation and performance, and our compliance with legal and regulatory requirements; and may approve our incurring, guaranteeing or redeeming debt. Four Audit Committee members, including the chair, are "audit committee financial experts" under SEC rules.

Delegated Risk Oversight:

• Oversees management's performance of an annual enterprise risk management assessment, which our internal audit department organizes and coordinates. This assessment identifies significant short-term (such as orders and cancellation rates, and state and municipal construction permitting, inspections and utility processes), and long-term (such as land asset and community count growth and management, and land development activities) risks based on probability, impact and mitigating factors, which the Audit Committee reports on to the Board.
• • The assessment follows the COSO Enterprise Risk Management Integrated Framework and is a component of how our executive team sets business strategies and objectives and manages operations, including our sustainability initiatives.
  • This assessment's outcome drives our internal audit department's activities for the subsequent 12 months, which are based on a committee-approved annual audit plan. The internal audit department's performance against the approved audit plan, along with the department's audit findings, are reported and discussed at the committee's quarterly meetings and on request.
• Evaluates our management of matters in which we have or may have material liability exposure.
• Per its Charter, discusses with management our policies and processes with respect to risk assessment and risk management, and the steps management has taken to monitor, identify and address significant financial risk exposures.
• Receives and discusses reports from our senior finance, accounting, legal and compliance, and internal audit personnel at each regular meeting on risks within their respective area of responsibility. It also conducts separate executive sessions at those meetings with each of those individuals and with our Independent Auditor to discuss such risks.

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Corporate Governance and Board Matters

Our Board's Risk Oversight Role

Management Development	Members:
and Compensation Committee	 Melissa Lora (Chair)	 Brian R. Niccol
("Compensation Committee")
 Arthur R. Collins	 James C. Weaver

• Jodeen A. Kozlak

Principal Responsibilities:

Evaluates and recommends our CEO's compensation; determines compensation for the CEO's direct reports; evaluates and recommends non-employee director compensation; and oversees our policies and programs relating to significant human resource matters, including leadership development and continuity, non-discrimination and equal employment opportunity policies, and initiatives designed to foster the diversity and inclusion of talents, backgrounds and perspectives within, and to support the health and safety of, our workforce. Frederic W. Cook & Co., Inc. ("FWC") assists the committee with executive and non-employee director compensation as its outside compensation consultant.

Delegated Risk Oversight:

• Oversees an annual employee compensation risk assessment FWC performs together with our management that largely focuses on potential policy and program design and implementation risks.
• Annually reviews our compliance with our equity-based award grant policy, and our human capital development and management succession planning (both short- and long-term) for all levels of our organization, which, among other things, assesses executive bench readiness and diversity within our workforce.
• Reviews and, as appropriate, approves the compensation arrangements our senior human resources personnel develop.
• Based on this oversight approach, including the results of our most recent annual employee compensation risk assessment, we do not believe that risks arising from our present employee compensation policies and programs, including those applicable to senior executives, are reasonably likely to have a material adverse effect on us.

Nominating and Corporate	Members:
Governance Committee	 James C. Weaver (Chair)	 Kevin P. Eltife
("Nominating Committee")
 Arthur R. Collins	 Dr. Thomas W. Gilligan

• Dorene C. Dominguez

Principal Responsibilities:

Oversees our corporate governance policies and practices; and as further discussed in Annex 1, reviews "related party transactions;" identifies, evaluates and recommends qualified director candidates to the Board; and administers the annual Board evaluation process.

Delegated Risk Oversight:

• Oversees corporate governance-related risks, including assessing potential related party transactions, and evaluating the mix of director skills and experience with that of potential director candidates and the Board's needs.
• Reviews proposed updates to our core governance-related policies and documents based on input from management and recommends changes to the Board.
• Monitors on an annual basis our political contributions and participation in industry trade associations.

Board Committee Membership Changes

Board Committee memberships changed on April 20, 2023, as follows:

• Timothy W. Finchem, who served on the Compensation Committee and Nominating Committee, retired from the Board.
• Mr. Barra joined the Audit Committee upon his election to the Board.
• Mr. Collins rotated off the Audit Committee and joined the Nominating Committee.

There were no other changes to the Board Committees' composition in 2023.

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Corporate Governance and Board Matters

Board Experience and Skills

Board Experience and Skills

We have a balanced and diverse Board whose members bring key skills and expertise, including those summarized below, for overseeing management's execution of our strategic and operational objectives. Our directors are also financially literate and highly engaged, with strong leadership backgrounds, and academic, professional and personal experiences, which make them well-qualified to serve. The data below reflect the directors serving as of the date of this Proxy Statement.

91%

Corporate Governance: Experience with public or large private company governance.

91%

Enterprise Leadership: Experience as a chief executive or top manager for a commercial or academic organization, including responsibility for implementing business plans and managing results.

36%

Environmental: Experience or expertise with managing or advising on operational environmental matters, or possesses a relevant academic/research background.

Director Tenure*

Average 7.8 years

18%

14-20 years45%

0-6 years

73%

Finance/Investing: Professional or academic expertise or experience in preparing, auditing or evaluating financial statements, or in managing commercial investments.

55%

Government: Experience serving as a public official or in another public position, or working with or advising on regulatory, legislative or policy matters.

27%

Homebuilding: Experience or expertise in residential land development or home construction activities.

64%

Human Capital Management: Experience in talent management, professional development and/or succession planning.

82%

Sold	Real Estate: Professional experience in acquiring, managing or selling real

estate assets.

55%

36%

7-13 years

*percentages may not total 100% due to rounding

Director Ages*

Average Age 61

27%

Over 6527% Under 55

45%

55-64

*percentages may not total 100% due to rounding

Director Demographics

Retailing: Experience operating or managing retail businesses or operations similar to our design studios.

100%

Strategic Risk Management: Experience identifying, assessing and managing critical risks to enterprise-wide or business unit strategic plans and achieving strategic objectives.

45%

Technological Innovation: Experience with or management of technology applications, advanced products or organizations that develop them. One director has cybersecurity management experience.

Board Diversity Considerations

27% Women (3)

27%

Minority (3)

73% Men (8)

The Board considers diversity for directors and director candidates as encompassing race, ethnicity, national origin, gender, geographic residency, educational and professional history, community or public service, expertise or knowledge base and/or other tangible and intangible aspects of an individual. Beyond their diverse perspectives, skills and demographic characteristics, 45% of our directors are women or ethnic minorities. Our Board members are situated in regional locations generally in proportion to our business.

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