S-3ASR

As filed with the Securities and Exchange Commission on July 28, 2021

Registration No. 333-                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

D.R. HORTON, INC.

Co-registrants are listed on the following pages.

(Exact name of registrant as specified in its charter)

Delaware	75-2386963
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
1341 Horton Circle Arlington, Texas 76011 (817) 390-8200	Thomas B. Montaño Vice President — Corporate Securities Counsel & Corporate Secretary 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)	(Name, address, including zip code, and telephone number, including area code, of agent for service)

The Commission is requested to mail copies of all orders, notices and communications to:

Robyn E. Zolman

Gibson, Dunn & Crutcher LLP

1801 California Street, Suite 4200

Denver, Colorado 80202-2641

(303) 298-5700

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☐

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.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Amount of registration fee
Debt Securities, Preferred Stock (par value $.10 per share), Depositary Shares, Common Stock (par value $.01 per share), Warrants, Stock Purchase Contracts and Stock Purchase Units(2)	(1)	(1)
Guarantees of Debt Securities by direct and indirect subsidiaries of D.R. Horton, Inc.(3)(4)	(1)	(1)
Units comprising one or more classes of securities above	(1)	(1)

(1) An indeterminate aggregate initial offering price or number of securities of each identified class is being registered as may from time to time be offered at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In accordance with Rules 456(b) and 457(r), D.R. Horton, Inc. is deferring payment of all of the registration fee.

(2) Includes an indeterminate number of shares of common stock which may be issued upon conversion of preferred stock or debt securities, which are being registered; an indeterminate amount or number of debt securities and shares of common stock and preferred stock which may be issued upon exercise of warrants, which are being registered; and an indeterminate number of shares of common stock which may be issued upon settlement of stock purchase contracts, which are being registered.

(3) Pursuant to Rule 457(n), no separate fee for the guarantees is payable.

(4) See the following page for a list of the subsidiary guarantors.

The following direct and indirect subsidiaries of D.R. Horton, Inc. may guarantee the debt securities issued hereunder and are co-registrants under this registration statement. The address, including zip code, and telephone number, including area code, for each of the co-registrants is c/o D.R. Horton, Inc., 1341 Horton Circle, Arlington, Texas 76011, (817) 390-8200.

Name of Co-Registrant	Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.
C. Richard Dobson Builders, Inc.	Virginia		54-1082672
CH Investments of Texas, Inc.	Delaware		86-0831611
CHTEX of Texas, Inc.	Delaware		74-2791268
Continental Homes, Inc.	Delaware		86-0515339
Continental Homes of Texas, L.P.	Texas		74-2791904
Continental Residential, Inc.	California		86-0596757
D.R. Horton — CHAustin, LLC	Delaware		47-4632353
D.R. Horton — Colorado, LLC	Delaware		47-4670290
D.R. Horton — Corpus Christi, LLC	Delaware		83-1226448
D.R. Horton — Crown, LLC	Delaware		46-1022394
D.R. Horton — Emerald, Ltd.	Texas		75-2926873
D.R. Horton — Georgia, LLC	Delaware		46-1040657
D.R. Horton — Highland, LLC	Delaware		47-4659972
D.R. Horton — Indiana, LLC	Delaware		47-4681214
D.R. Horton — Iowa, LLC	Delaware		47-4670415
D.R. Horton — Nebraska, LLC	Delaware		83-1257652
D.R. Horton — Permian, LLC	Delaware		47-4645825
D.R. Horton — Regent, LLC	Delaware		46-1018273
D.R. Horton — Terramor, LLC	Delaware		47-4654463
D.R. Horton — Texas, Ltd.	Texas		75-2491320
D.R. Horton — WPH, LLC	Delaware		46-1038842
D.R. Horton — Wyoming, LLC	Delaware		83-1246812
D.R. Horton, Inc. — Birmingham	Alabama		62-1666398
D.R. Horton, Inc. — Chicago	Delaware		75-2795240
D.R. Horton, Inc. — Dietz-Crane	Delaware		75-2926868
D.R. Horton, Inc. — Greensboro	Delaware		75-2599897
D.R. Horton, Inc. — Gulf Coast	Delaware		75-2926872
D.R. Horton, Inc. — Huntsville	Delaware		20-4973832
D.R. Horton, Inc. — Jacksonville	Delaware		75-2460269
D.R. Horton, Inc. — Louisville	Delaware		75-2636512
D.R. Horton, Inc. — Midwest	California		75-2589359
D.R. Horton, Inc. — Minnesota	Delaware		75-2527442
D.R. Horton, Inc. — New Jersey	Delaware		75-2665362
D.R. Horton, Inc. — Portland	Delaware		75-2763765
D.R. Horton, Inc. — Torrey	Delaware		75-2689997
D.R. Horton BAY, Inc.	Delaware		65-1218940
D.R. Horton CA2, Inc.	California		75-2569592
D.R. Horton CA3, Inc.	Delaware		75-2926871
D.R. Horton CA4, LLC	Delaware		47-4619674
D.R. Horton Cruces Construction, Inc.	Delaware		65-1218942
D.R. Horton Hawaii LLC	Delaware		02-0548194
D.R. Horton LA North, Inc.	Delaware		65-1218941
D.R. Horton Los Angeles Holding Company, Inc.	California		75-2589298
D.R. Horton Management Company, Ltd.	Texas		75-2436079
D.R. Horton Materials, Inc.	Delaware		75-2926870
D.R. Horton Serenity Construction, LLC	Delaware		75-2926876

Name of Co-Registrant	Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.
D.R. Horton VEN, Inc.	California		75-2589293
DRH — HWY 114, LLC	Delaware		83-1219778
DRH Cambridge Homes, LLC	Delaware		75-2797879
DRH Construction, Inc.	Delaware		75-2633738
DRH Phoenix East Construction, Inc.	Arizona		86-0533370
DRH Regrem VII, LP	Texas		75-2926874
DRH Regrem XII, LP	Texas		65-1218943
DRH Regrem XIV, Inc.	Delaware		20-4974035
DRH Regrem XV, Inc.	Delaware		20-4974123
DRH Regrem XVI, Inc.	Delaware		20-4974218
DRH Regrem XVII, Inc.	Delaware		20-4974283
DRH Regrem XVIII, Inc.	Delaware		20-4974344
DRH Regrem XIX, Inc.	Delaware		20-4974420
DRH Regrem XX, Inc.	Delaware		20-4974895
DRH Regrem XXI, Inc.	Delaware		20-4975007
DRH Regrem XXII, Inc.	Delaware		20-4975092
DRH Regrem XXIII, Inc.	Delaware		20-4975165
DRH Regrem XXIV, Inc.	Delaware		20-4975234
DRH Regrem XXV, Inc.	Delaware		75-2440439
DRH Regrem XLV, LLC	Delaware		83-1275508
DRH Regrem XLVI, LLC	Delaware		83-1286376
DRH Regrem XLVII, LLC	Delaware		83-1310784
DRH Regrem XLVIII, LLC	Delaware		83-1321463
DRH Regrem XLIX, LLC	Delaware		83-1336183
DRH Regrem L, LLC	Delaware		83-1352262
DRH Regrem LI, LLC	Delaware		83-1368494
DRH Regrem LII, LLC	Delaware		83-1383774
DRH Regrem LIII, LLC	Delaware		83-1401560
DRH Regrem LIV, LLC	Delaware		83-1421468
DRH Regrem LV, LLC	Delaware		83-1433653
DRH Regrem LVI, LLC	Delaware		87-1699563
DRH Regrem LVII, LLC	Delaware		87-1700384
DRH Regrem LVIII, LLC	Delaware		87-1710999
DRH Regrem LIX, LLC	Delaware		87-1711418
DRH Regrem LX, LLC	Delaware		87-1731583
DRH Regrem LXI, LLC	Delaware		87-1732212
DRH Regrem LXII, LLC	Delaware		87-1757426
DRH Regrem LXIII, LLC	Delaware		87-1758028
DRH Regrem LXIV, LLC	Delaware		87-1779564
DRH Regrem LXV, LLC	Delaware		87-1779977
DRH Southwest Construction, Inc.	California		75-2589289
DRH Tucson Construction, Inc.	Delaware		75-2709796
HPH Homebuilders 2000 L.P.	California		68-0368156
KDB Homes, Inc.	Delaware		86-0565376
Lexington Homes — DRH, LLC	Delaware		47-4659801
Meadows I, Ltd.	Delaware		75-2436082
Meadows II, Ltd.	Delaware		51-0342206
Meadows VIII, Ltd.	Delaware		75-2824511
Meadows IX, Inc.	New Jersey		75-2684821
Meadows X, Inc.	New Jersey		75-2684823
Melody Homes, Inc.	Delaware		88-0309544

Name of Co-Registrant	Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.
Pacific Ridge — DRH, LLC	Delaware		46-1030683
Schuler Homes of Arizona LLC	Delaware		99-0350555
Schuler Homes of California, Inc.	California		99-0328127
Schuler Homes of Oregon, Inc.	Oregon		99-0330791
Schuler Homes of Washington, Inc.	Washington		99-0329483
SGS Communities at Grande Quay L.L.C.	New Jersey		22-3481784
SHA Construction LLC	Delaware		86-1002579
SHLR of California, Inc.	California		99-0350554
SHLR of Nevada, Inc.	Nevada		99-0343628
SHLR of Washington, Inc.	Washington		99-0334375
SRHI LLC	Delaware		99-0343629
SSHI LLC	Delaware		91-1842222
Vertical Construction Corporation	Delaware		22-3216488
Walker Drive, LLC	Delaware		47-4681366
Western Pacific Housing — Antigua, LLC	Delaware		95-4750872
Western Pacific Housing — Broadway, LLC	Delaware		95-4850687
Western Pacific Housing — Canyon Park, LLC	Delaware		95-4716219
Western Pacific Housing — Carrillo, LLC	Delaware		95-4815705
Western Pacific Housing — Communications Hill, LLC	Delaware		95-4637162
Western Pacific Housing — Copper Canyon, LLC	Delaware		95-4817406
Western Pacific Housing — Creekside, LLC	Delaware		95-4769848
Western Pacific Housing — Lomas Verdes, LLC	Delaware		95-4783214
Western Pacific Housing — McGonigle Canyon, LLC	Delaware		95-4735759
Western Pacific Housing — Mountaingate, L.P.	California		95-4539564
Western Pacific Housing — Norco Estates, LLC	Delaware		95-4686652
Western Pacific Housing — Pacific Park II, LLC	Delaware		95-4636584
Western Pacific Housing — Park Avenue East, LLC	Delaware		52-2350169
Western Pacific Housing — Park Avenue West, LLC	Delaware		95-4888647
Western Pacific Housing — Playa Vista, LLC	Delaware		95-4879655
Western Pacific Housing — River Ridge, LLC	Delaware		95-4870837
Western Pacific Housing — Terra Bay Duets, LLC	Delaware		95-4878114
Western Pacific Housing — Torrey Meadows, LLC	Delaware		95-4878113
Western Pacific Housing — Torrey Village Center, LLC	Delaware		95-4837541
Western Pacific Housing — Windemere, LLC	Delaware		95-4879656
Western Pacific Housing, Inc.	Delaware		95-4887164
Western Pacific Housing Management, Inc.	California		95-4692688
WPH-Camino Ruiz, LLC	Delaware		95-4802985

PROSPECTUS

D.R. Horton, Inc.

Debt Securities

Preferred Stock

Depositary Shares

Common Stock

Warrants

Stock Purchase Contracts

Stock Purchase Units

Guarantees of Debt Securities

Units of These Securities

We will provide specific terms of these securities in supplements to this prospectus at the time we offer or sell any of these securities. This prospectus may not be used to sell securities unless accompanied by a prospectus supplement. You should read this prospectus and the applicable prospectus supplement carefully before you invest.

Investing in these securities involves risks. See “Risk Factors ” on page 1 of this prospectus, in the applicable prospectus supplement we will deliver with this prospectus and in the documents incorporated herein and therein by reference.

Our common stock is listed on the New York Stock Exchange under the symbol “DHI.”

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus is dated July 28, 2021

We have not authorized anyone to provide you with any information or to make any representation that is different from, or in addition to, the information contained in this prospectus or any documents incorporated by reference in this prospectus. We take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you or representations that others may make. You should not assume that the information contained in this prospectus, or the information contained in any document incorporated by reference in this prospectus, is accurate as of any date other than the date of each such document, unless the information specifically indicates that another date applies.

TABLE OF CONTENTS

	Page
FORWARD-LOOKING STATEMENTS		ii
RISK FACTORS		1
THE COMPANY		1
SECURITIES WE MAY OFFER		3
USE OF PROCEEDS		4
DESCRIPTION OF DEBT SECURITIES		5
DESCRIPTION OF COMMON STOCK, PREFERRED STOCK AND DEPOSITARY SHARES		11
DESCRIPTION OF WARRANTS		15
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS		16
DESCRIPTION OF UNITS		17
PLAN OF DISTRIBUTION		18
LEGAL MATTERS		20
EXPERTS		20
WHERE YOU CAN FIND MORE INFORMATION		21
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		21

The distribution of this prospectus may be restricted by law in certain jurisdictions. You should inform yourself about and observe any of these restrictions. This prospectus does not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which the offer or solicitation is not authorized, or in which the person making the offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make the offer or solicitation.

Unless the context otherwise requires, the terms the “Company,” “we” and “our” refer to D.R. Horton, Inc., a Delaware corporation, and its predecessors and subsidiaries.

i

FORWARD-LOOKING STATEMENTS

Some of the statements contained or incorporated by reference in this prospectus may be construed as “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on management’s beliefs as well as assumptions made by, and information currently available to, management. These forward-looking statements typically include the words “anticipate,” “believe,” “consider,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “likely,” “may,” “outlook,” “plan,” “possible,” “potential,” “predict,” “projection,” “seek,” “should,” “strategy,” “target,” “will,” “would” or other words of similar meaning. Any or all of the forward-looking statements included or incorporated by reference in this prospectus may not approximate actual experience, and the expectations derived from them may not be realized, due to risks, uncertainties and other factors. As a result, actual results may differ materially from the expectations or results we discuss in the forward-looking statements. These risks, uncertainties and other factors include, but are not limited to:

• the effects of public health issues such as a major epidemic or pandemic, including the impact of COVID-19 on the economy and our businesses;

• the cyclical nature of the homebuilding and lot development industries and changes in economic, real estate and other conditions;

• constriction of the credit and public capital markets, which could limit our ability to access capital and increase our costs of capital;

• reductions in the availability of mortgage financing provided by government agencies, changes in government financing programs, a decrease in our ability to sell mortgage loans on attractive terms or an increase in mortgage interest rates;

• the risks associated with our land and lot inventory;

• our ability to effect our growth strategies, acquisitions or investments successfully;

• the impact of an inflationary, deflationary or higher interest rate environment;

• home warranty and construction defect claims;

• the effects of health and safety incidents;

• supply shortages and other risks of acquiring land, building materials and skilled labor;

• reductions in the availability of performance bonds;

• increases in the costs of owning a home;

• the effects of governmental regulations and environmental matters on our homebuilding and land development operations;

• the effects of governmental regulations on our financial services operations;

• competitive conditions within the homebuilding, lot development and financial services industries;

• our ability to manage and service our debt and comply with related debt covenants, restrictions and limitations;

• the effects of negative publicity;

• the effects of the loss of key personnel; and

• information technology failures, data security breaches and our ability to satisfy privacy and data protection laws and regulations.

ii

We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. However, any further disclosures made on related subjects in subsequent documents incorporated by reference in this prospectus should be consulted. Additional information about issues that could lead to material changes in performance and risk factors that have the potential to affect us is contained in our annual report on Form 10-K for the fiscal year ended September 30, 2020 and our quarterly reports on Form 10-Q for the quarters ended December 31, 2020, March 31, 2021 and June 30, 2021, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are filed with the Securities and Exchange Commission (the “SEC” or the “Commission”). See “Incorporation of Certain Documents by Reference” as well as the applicable prospectus supplement.

iii

RISK FACTORS

Investing in our securities involves risks. Our business is influenced by many factors that are difficult to predict and beyond our control and that involve uncertainties that may materially affect our results of operations, financial condition or cash flows, or the value of these securities. These risks and uncertainties include those described in the risk factors and other sections of the documents that are incorporated by reference in this prospectus. Subsequent prospectus supplements may contain a discussion of additional risks applicable to an investment in us and the particular type of securities we are offering under the prospectus supplements. You should carefully consider these risks and uncertainties and all of the information contained in or incorporated by reference in this prospectus and in the applicable prospectus supplement before you invest in our securities.

THE COMPANY

D.R. Horton, Inc. is the largest homebuilding company in the United States as measured by number of homes closed. We construct and sell homes through our operating divisions in 96 markets across 30 states, primarily under the names of D.R. Horton, America’s Builder, Emerald Homes, Express Homes and Freedom Homes.

Our business operations consist of homebuilding, a majority-owned residential lot development company, financial services and other activities. Our homebuilding operations are our core business, generating 97% of our consolidated revenues of $20.3 billion, $17.6 billion and $16.1 billion in fiscal 2020, 2019 and 2018, respectively. Our homebuilding operations generate most of their revenues from the sale of completed homes and to a lesser extent from the sale of land and lots. Approximately 91% of our home sales revenue in fiscal 2020 was generated from the sale of single-family detached homes, with the remainder from the sale of attached homes, such as townhomes, duplexes and triplexes.

Our position as the most geographically diverse and largest volume homebuilder in the United States provides a strong platform for us to compete for new home sales. Our product offerings include a broad range of homes for entry-level, move-up, active adult and luxury buyers across our markets. Our entry-level homes at affordable price points have experienced very strong demand from homebuyers, as this segment of the new home market remains under-served, with low inventory levels relative to demand.

During fiscal 2020, we also began constructing and leasing homes as income-producing single-family rental communities. After a rental community is constructed and achieves a stabilized level of leased occupancy, we generally market the community for a bulk sale of homes. These operations are reported in our homebuilding segment.

During fiscal 2018, we acquired 75% of the outstanding shares of Forestar Group Inc. (“Forestar”), a publicly traded residential lot development company listed on the New York Stock Exchange under the ticker symbol “FOR.” Forestar is a component of our homebuilding strategy to enhance operational and capital efficiency and returns by expanding relationships with land developers and increasing the portion of our land and lot position controlled under land purchase contracts. At June 30, 2021, we owned 64% of Forestar’s outstanding common stock.

Our financial services operations provide mortgage financing and title agency services to homebuyers in many of our homebuilding markets. DHI Mortgage, our 100% owned subsidiary, provides mortgage financing services primarily to our homebuyers and sells substantially all of the mortgages it originates and the majority of the related servicing rights to third-party purchasers. DHI Mortgage originates loans in accordance with purchaser guidelines and sells substantially all of its mortgage production shortly after origination. Our 100% owned subsidiary title companies serve as title insurance agents by providing title insurance policies, examination, underwriting and closing services, primarily related to our homebuilding transactions.

1

In addition to our homebuilding, Forestar and financial services operations, we engage in other business activities through our subsidiaries. We conduct insurance-related operations, construct, own and sell income-producing multi-family rental properties, own non-residential real estate including ranch land and improvements and own and operate oil and gas related assets. The results of these operations are immaterial for separate reporting and therefore are grouped together and presented as other. Our multi-family rental operations develop, construct, lease, own and sell multi-family residential properties that produce rental income. We primarily focus on constructing garden style multi-family communities, which typically accommodate 200 to 400 dwelling units, in high growth suburban markets. After we complete construction and achieve a stabilized level of leased occupancy, the property is typically marketed for sale.

For more information about our business, please refer to the “Business” section in our most recent annual report on Form 10-K filed with the SEC and incorporated by reference in this prospectus and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our most recent annual report on Form 10-K and quarterly reports on Form 10-Q filed with the SEC and incorporated by reference in this prospectus.

Our principal executive offices are located at 1341 Horton Circle, Arlington, Texas 76011. Our telephone number is (817) 390-8200, and our Internet website address is www.drhorton.com. Information on or connected to our Internet website is not a part of this prospectus.

2

SECURITIES WE MAY OFFER

Types of Securities

The types of securities that we may offer and sell from time to time by this prospectus are:

• debt securities, which we may issue in one or more series and which may include provisions regarding conversion or exchange of the debt securities into our common stock or other securities;

• guarantees of the debt securities by certain of our subsidiaries;

• preferred stock, which we may issue in one or more series;

• depositary shares;

• common stock;

• warrants entitling the holders to purchase common stock, preferred stock, depositary shares, debt securities or other securities;

• stock purchase contracts;

• stock purchase units;

• units of the above securities; or

• any derivative security of a security listed above or any security listed above containing a derivative feature such as a put or call option.

When we sell securities, we will determine the amounts of securities we will sell and the prices and other terms on which we will sell them.

Additional Information

We will describe in a prospectus supplement, which we will deliver with this prospectus, the terms of particular securities which we may offer in the future. In each prospectus supplement we will include, among other things, the following information:

• the type and amount of securities that we propose to sell;

• the initial public offering price of the securities;

• the names of the underwriters, agents or dealers, if any, through or to which we will sell the securities;

• the compensation, if any, of those underwriters, agents or dealers;

• the plan of distribution for the securities;

• if applicable, information about securities exchanges on which the securities will be listed;

• material United States federal income tax considerations applicable to the securities;

• any material risk factors associated with the securities; and

• any other material information about the offer and sale of the securities.

In addition, the prospectus supplement may also add, update or change the information contained in this prospectus. In that case, the prospectus supplement should be read as superseding this prospectus. For more details on the terms of the securities, you should read the exhibits filed with our registration statement, of which this prospectus is a part. You should also read both this prospectus and the applicable prospectus supplement, together with the information described under the heading “Incorporation of Certain Documents by Reference.”

3

USE OF PROCEEDS

Except as may be stated in the applicable prospectus supplement, we intend to use the net proceeds from the sale of the securities for general corporate purposes. These purposes may include:

• providing additional working capital to our business operations;

• acquiring and developing land;

• constructing new homes;

• acquiring companies in homebuilding or other businesses;

• repaying or repurchasing existing debt; and

• purchasing other investments.

4

DESCRIPTION OF DEBT SECURITIES

We may issue debt securities under one or more indentures entered into or to be entered into between us and Truist Bank (formerly known as Branch Banking and Trust Company), as trustee, or another trustee chosen by us, qualified to act as such under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and appointed under an indenture or a supplemental indenture. The indentures are or will be governed by the Trust Indenture Act.

The following is a summary of the indentures. It does not restate the indentures entirely. We urge you to read the indentures. We have filed the indentures as exhibits to the registration statement of which this prospectus is a part, and we will file the indentures we enter into and the supplemental indentures or authorizing resolutions with respect to particular series of debt securities as exhibits to current or other reports we file with the SEC. See “Where You Can Find More Information” for information on how to obtain copies of the indentures and the supplemental indentures or authorizing resolutions. You may also inspect copies of the documents for the particular series at the office of the trustee. References below to an “indenture” are references to the applicable indenture, as supplemented, under which a particular series of debt securities is issued.

Terms of the Debt Securities

Our debt securities will be unsecured obligations of D.R. Horton, Inc. We may issue them in one or more series. Authorizing resolutions or a supplemental indenture will set forth the specific terms of each series of debt securities. We will provide a prospectus supplement for each series of debt securities that will describe:

• the title of the debt securities and whether the debt securities are senior, senior subordinated, or subordinated debt securities;

• the aggregate principal amount of the debt securities and any limit upon the aggregate principal amount of the series of debt securities, and, if the series is to be issued at a discount from its face amount, the method of computing the accretion of such discount;

• the percentage of the principal amount at which debt securities will be issued and, if other than the full principal amount thereof, the percentage of the principal amount of the debt securities that is payable if maturity of the debt securities is accelerated because of a default;

• the date or dates on which principal of the debt securities will be payable and the amount of principal which will be payable;

• the rate or rates (which may be fixed or variable) at which the debt securities will bear interest, if any, or the method of calculation of such rate or rates, as well as the dates from which interest will accrue, the dates on which interest will be payable and the record date for the interest payable on any payment date;

• the currency or currencies (including any composite currency) in which principal, premium, if any, and interest, if any, will be payable, and if such payments may be made in a currency other than that in which the debt securities are denominated, the manner for determining such payments;

• the place or places where principal, premium, if any, and interest, if any, on the debt securities will be payable and where debt securities that are in registered form can be presented for registration of transfer or exchange;

• the denominations in which the debt securities will be issuable, if different from $2,000 and multiples of $1,000 in excess thereof;

• any provisions regarding our right to redeem or purchase debt securities or the right of holders to require us to redeem or purchase debt securities;

• the right, if any, of holders of the debt securities to convert or exchange them into our common stock or other securities of any kind of us or another obligor, including any provisions intended to prevent

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dilution of the conversion rights and, if so, the terms and conditions upon which such securities will be so convertible or exchangeable, including the initial conversion or exchange price or rate or the method of calculation, how and when the conversion price or exchange ratio may be adjusted, whether conversion or exchange is mandatory, at the option of the holder or at our option, the conversion or exchange period, and any other provision in relation thereto;

• any provisions requiring or permitting us to make payments to a sinking fund to be used to redeem debt securities or a purchase fund to be used to purchase debt securities;

• the terms, if any, upon which debt securities may be subordinated to our other indebtedness;

• any additions to, modifications of or deletions from the terms of the debt securities with respect to events of default or covenants or other provisions set forth in the indenture for the series to which the supplemental indenture or authorizing resolution relates;

• whether and upon what terms the debt securities of such series may be defeased or discharged, if different from the provisions set forth in the indenture for the series to which the supplemental indenture or authorizing resolution relates;

• if debt securities are to be offered at an “original issue discount” as defined in paragraph (a) of section 1273 of the Internal Revenue Code, the tax effects thereof pursuant to the applicable provisions of the Internal Revenue Code;

• whether the debt securities will be issued in registered or bearer form and the terms of these forms;

• whether the debt securities will be issued, in whole or in part, in the form of a global security and, if applicable, the identity of the depositary for such global security;

• any provision for electronic issuance of the debt securities or issuance of the debt securities in uncertificated form; and

• any other material terms of the debt securities, which may be different from the terms set forth in this prospectus.

Each prospectus supplement will describe, as to the debt securities to which it relates, any guarantees by our direct or indirect subsidiaries that may guarantee the debt securities, including the identity of the subsidiaries that will be the initial guarantors of the series and the terms of subordination, if any, of any such guarantee. The applicable prospectus supplement will also describe provisions for the release of guarantor subsidiaries from their guarantees.

The applicable prospectus supplement will also describe any material covenants to which a series of debt securities will be subject and the applicability of those covenants to any of our guarantor subsidiaries. The applicable prospectus supplement will also describe provisions for guarantor subsidiaries to cease to be restricted by those covenants.

Events of Default and Remedies

Unless otherwise described in the applicable prospectus supplement, an event of default with respect to any series of debt securities will be defined in the indenture or applicable supplemental indenture or authorizing resolution as being:

• our failure to pay interest on any debt security of such series when the same becomes due and payable and the continuance of any such failure for a period of 30 days;

• our failure to pay the principal or premium of any debt security of such series when the same becomes due and payable at maturity, upon acceleration or otherwise;

• our failure or the failure of any guarantor subsidiary to comply with any of its agreements or covenants in, or provisions of, the debt securities of such series, the guarantees (as they relate thereto) or the

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indenture (as they relate thereto) and such failure continues for a period of 60 days after our receipt of notice of the default from the trustee or from the holders of at least 25 percent in aggregate principal amount of the then outstanding debt securities of that series (except in the case of a default with respect to the provisions of the indenture regarding the consolidation, merger, sale, lease, conveyance or other disposition of all or substantially all of the assets of us or any guarantor of the debt securities (or any other provision specified in the applicable supplemental indenture or authorizing resolution), which will constitute an event of default with notice but without passage of time);

• the acceleration of any indebtedness (other than non-recourse indebtedness, as defined in the indenture) of us or any guarantor subsidiary that has an outstanding principal amount of $50 million or more, individually or in the aggregate, and such acceleration does not cease to exist, or such indebtedness is not satisfied, in either case within 30 days after such acceleration;

• our failure or the failure of any guarantor subsidiary to make any principal or interest payment in an amount of $50 million or more, individually or in the aggregate, in respect of indebtedness (other than non-recourse indebtedness, as defined in the indenture) of us or any guarantor subsidiary within 30 days of such principal or interest becoming due and payable (after giving effect to any applicable grace period set forth in the documents governing such indebtedness);

• certain events of bankruptcy, insolvency or reorganization occur with respect to us or any guarantor subsidiary that is a significant subsidiary (as defined in the indenture); or

• any guarantee of any guarantor subsidiary that is a significant subsidiary ceases to be in full force and effect (other than in accordance with the terms of such guarantee and the indenture) or is declared null and void and unenforceable or found to be invalid or any guarantor denies its liability under its guarantee (other than by reason of release of a guarantor from its guarantee in accordance with the terms of the indenture and the guarantee).

The indenture provides, or will provide, that the trustee may withhold notice to the holders of any series of debt securities of any default, except a default in payment of principal, premium, if any, or interest, if any, with respect to such series of debt securities, if the trustee considers it in the interest of the holders of such series of debt securities to do so. The indenture provides, or will provide, that as long as any debt securities are outstanding we will be obligated to deliver written notice to the trustee of the occurrence of any default within 30 days after any of our senior officers obtains knowledge of such default.

The indenture provides, or will provide, that if any event of default (other than certain events of bankruptcy, insolvency or reorganization) has occurred and is continuing with respect to any series of debt securities, the trustee or the holders of not less than 25% in principal amount of such series of debt securities then outstanding may declare all the debt securities of such series to be due and payable immediately. If an event of default occurs due to certain events of bankruptcy, insolvency or reorganization as set forth in the indenture, all amounts due and payable on the debt securities of such series shall be due and payable immediately without any declaration, notice or other act by the trustee or any holder. However, the holders of a majority in principal amount of the debt securities of such series then outstanding by notice to the trustee may waive any existing default and its consequences with respect to such series of debt securities, other than any event of default in payment of principal or interest. Holders of a majority in principal amount of the then outstanding debt securities of any series may rescind an acceleration with respect to such series and its consequences, except an acceleration due to nonpayment of principal or interest on such series, if the rescission would not conflict with any judgment or decree and if all existing events of default with respect to such series have been cured or waived.

The holders of a majority of the outstanding principal amount of the debt securities of any series will have the right to direct the time, method and place of conducting any proceedings for any remedy available to the trustee with respect to such series, subject to limitations specified in the indenture.

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Defeasance

The indenture permits, or will permit, us and our guarantor subsidiaries to terminate all our respective obligations under the indenture as they relate to any particular series of debt securities, other than the obligation to pay interest, if any, on and the principal of the debt securities of such series and certain other obligations, at any time by:

• depositing in trust with the trustee, under an irrevocable trust agreement, money or U.S. government obligations in an amount sufficient to pay principal of and interest, if any, on the debt securities of such series to their maturity or redemption; and

• complying with other conditions, including delivery to the trustee of an opinion of counsel to the effect that holders will not recognize income, gain or loss for federal income tax purposes as a result of our exercise of such right and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case otherwise.

The indenture also permits, or will permit, us and our guarantor subsidiaries to terminate all of our respective obligations under the indenture as they relate to any particular series of debt securities, including the obligations to pay interest, if any, on and the principal of the debt securities of such series and certain other obligations, at any time by:

• depositing in trust with the trustee, under an irrevocable trust agreement, money or U.S. government obligations in an amount sufficient to pay principal of and interest, if any, on the debt securities of such series to their maturity or redemption; and

• complying with other conditions, including delivery to the trustee of an opinion of counsel to the effect that (A) we have received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date such series of debt securities were originally issued, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall state that, holders will not recognize income, gain or loss for federal income tax purposes as a result of our exercise of such right and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case otherwise.

In addition, the indenture permits, or will permit, us and our guarantor subsidiaries to terminate substantially all our respective obligations under the indenture as they relate to a particular series of debt securities by depositing with the trustee money or U.S. government obligations sufficient to pay all principal and interest on such series at its maturity or redemption date if the debt securities of such series will become due and payable at maturity within one year or are to be called for redemption within one year of the deposit.

Transfer and Exchange

A holder will be able to transfer or exchange debt securities only in accordance with the indenture. The registrar may require a holder, among other things, to furnish appropriate endorsements and transfer documents, and to pay any taxes and fees required by law or permitted by the indenture.

Amendment, Supplement and Waiver

Without notice to or the consent of any holder, we and the trustee may amend or supplement the indenture or the debt securities of a series to:

• cure any ambiguity, omission, defect or inconsistency;

• comply with the provisions of the indenture regarding the consolidation, merger, sale, lease, conveyance or other disposition of all or substantially all of the assets of us or any guarantor of the debt securities;

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• provide that specific provisions of the indenture shall not apply to a series of debt securities not previously issued or to make a change to specific provisions of the indenture that only applies to any series of debt securities not previously issued or to additional debt securities of a series not previously issued;

• create a series and establish its terms;

• provide for uncertificated debt securities in addition to or in place of certificated debt securities;

• release a guarantor subsidiary which, in accordance with the terms of the indenture, ceases to be liable on its guarantee of debt securities;

• add a guarantor subsidiary in respect of any series of debt securities;

• comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act; or

• make any change that does not adversely affect the rights of any holder.

With the exceptions discussed below, we and the trustee may amend or supplement the indenture or the debt securities of a particular series with the written consent of the holders of at least a majority in principal amount of the debt securities of such series then outstanding. In addition, the holders of a majority in principal amount of the debt securities of such series then outstanding may waive any existing default under, or compliance with, any provision of the debt securities of a particular series or of the indenture relating to a particular series of debt securities, other than any event of default in payment of interest or principal. These consents and waivers may be obtained in connection with a purchase of, or tender offer or exchange offer for, debt securities.

Without the consent of each holder affected, we and the trustee may not:

• reduce the amount of debt securities of such series whose holders must consent to an amendment, supplement or waiver;

• reduce the rate of or change the time for payment of interest, including defaulted interest;

• reduce the principal of or change the fixed maturity of any debt security or alter the provisions with respect to redemptions of debt securities;

• modify the ranking or priority of the debt securities or any guarantee, or, with respect to any subordinated debt securities, modify certain subordination provisions of the applicable indenture in any manner adverse to the holders of debt securities that are senior to such subordinated debt securities;

• release any guarantor from any of its obligations under its guarantee or the indenture except in accordance with the indenture;

• make any change to any provision of the indenture relating to the waiver of existing defaults, the rights of holders to receive payment of principal and interest on the debt securities, or to the provisions regarding amending or supplementing the indenture or the debt securities of a particular series with the written consent of the holders of such series;

• waive a continuing default or event of default in the payment of principal of or interest on the debt securities; or

• make any debt security payable at a place or in money other than that stated in the debt security, or impair the right of any holder of a debt security to bring suit as permitted by the indenture.

The right of any holder to participate in any consent required or sought pursuant to any provision of the indenture, and our obligation to obtain any such consent otherwise required from such holder, may be subject to the requirement that such holder shall have been the holder of record of debt securities with respect to which such consent is required or sought as of a record date fixed by us in accordance with the indenture.

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Concerning the Trustee

In the ordinary course of its business, Truist Bank (formerly known as Branch Banking and Trust Company), the initial trustee, provides, and may continue to provide, service to us as trustee under the indentures governing certain of our senior notes and will provide service to us as trustee under any indentures to be entered into with respect to any future issuances of senior, senior subordinated or subordinated debt securities. Each indenture contains, or will contain, limitations on the rights of the trustee, should it become our creditor, to obtain payment of claims in specified cases or to realize on property received in respect of any such claim as security or otherwise. The indentures permit, or will permit, the trustee to engage in other transactions; however, if it acquires any conflicting interest, it must eliminate such conflict or resign.

The indentures provide, or will provide, that in case an event of default occurs and is not cured, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in similar circumstances in the conduct of such person’s own affairs. The trustee may refuse to perform any duty or exercise any right or power under the indentures, unless it receives indemnity satisfactory to it against any loss, liability or expense.

Governing Law

The laws of the State of New York govern, or will govern, the indenture, the debt securities and the guarantees of the debt securities.

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DESCRIPTION OF COMMON STOCK, PREFERRED STOCK AND DEPOSITARY SHARES

Our authorized capital stock is 1,000,000,000 shares of common stock, $.01 par value, and 30,000,000 shares of preferred stock, $.10 par value. At July 23, 2021, 358,194,436 shares of common stock and no shares of preferred stock were outstanding.

Common Stock

Holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. The vote of the holders of a majority of the stock represented at a meeting at which a quorum is present is generally required to take stockholder action, unless a greater vote is required by law. The holders are not entitled to cumulative voting in the election of directors. Directors are elected by the affirmative vote of the majority of votes cast at a meeting at which a quorum is present, except that if the number of nominees exceeds the number of directors to be elected, the directors are elected by a plurality of the shares represented in person or by proxy at the meeting and entitled to vote. A majority of the votes cast means that the number of shares voted “for” a director must exceed the number of votes cast “against” that director.

Holders of common stock have no preemptive rights. They are entitled to such dividends as may be declared by our board of directors out of funds legally available for such purpose. The common stock is not entitled to any sinking fund, redemption or conversion provisions. On our liquidation, dissolution or winding up, the holders of common stock are entitled to share ratably in our net assets remaining after the payment of all creditors and liquidation preferences of preferred stock, if any. The outstanding shares of common stock are duly authorized, validly issued, fully paid and nonassessable. There will be a prospectus supplement relating to any offering of common stock offered by this prospectus.

The transfer agent and registrar for the common stock is American Stock Transfer & Trust Company, LLC, which currently serves as trustee for certain of our senior notes.

The following provisions in our charter or bylaws may make a takeover of our company more difficult:

• an article in our charter prohibiting stockholder action by written consent;

• an article in our charter requiring the affirmative vote of the holders of two-thirds of the outstanding shares of common stock to remove a director;

• an article in our charter and a bylaw limiting the persons who may call special meetings of stockholders to our board of directors or a committee authorized to call a meeting by the board or the bylaws; and

• bylaws establishing an advance written notice procedure for stockholders seeking to nominate candidates for election to the board of directors or for proposing matters which can be acted upon at stockholders’ meetings.

These provisions may delay stockholder actions with respect to business combinations and the election of new members to our board of directors. As such, the provisions could discourage open market purchases of our common stock because a stockholder who desires to participate in a business combination or elect a new director may consider them disadvantageous. Additionally, the issuance of preferred stock could delay or prevent a change of control or other corporate action.

Delaware Anti-Takeover Statute. As a Delaware corporation, we are subject to Section 203 of the Delaware General Corporation Law. In general, Section 203 prevents an “interested stockholder” from engaging in a “business combination” with us for three years following the date that person became an interested stockholder, unless:

• before that person became an interested stockholder, our board of directors approved the transaction in which the interested stockholder became an interested stockholder or approved the business combination;

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• upon completion of the transaction that resulted in the interested stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding stock held by persons who are both directors and officers of our corporation or by certain employee stock plans; or

• on or following the date on which that person became an interested stockholder, the business combination is approved by our board of directors and authorized at a meeting of stockholders by the affirmative vote of the holders of at least 66 2/3% of our outstanding voting stock excluding shares held by the interested stockholder.

An “interested stockholder” is generally a person owning 15% or more of our outstanding voting stock. A “business combination” includes mergers, asset sales and other transactions resulting in a financial benefit to the interested stockholder.

Preferred Stock

We may issue preferred stock in series with any rights and preferences which may be authorized by our board of directors. We will distribute a prospectus supplement with regard to each particular series of preferred stock. Each prospectus supplement will describe, as to the series of preferred stock to which it relates:

• the title of the series of preferred stock;

• any limit upon the number of shares of the series of preferred stock which may be issued;

• the preference, if any, to which holders of the series of preferred stock will be entitled upon our liquidation;

• the date or dates on which we will be required or permitted to redeem the preferred stock;

• the terms, if any, on which we or holders of the preferred stock will have the option to cause the preferred stock to be redeemed or purchased;

• the voting rights, if any, of the holders of the preferred stock;

• the dividends, if any, which will be payable with regard to the series of preferred stock, which may be fixed dividends or participating dividends and may be cumulative or non-cumulative;

• the right, if any, of holders of the preferred stock to convert it into another class of our stock or securities, including provisions intended to prevent dilution of those conversion rights;

• any provisions by which we will be required or permitted to make payments to a sinking fund to be used to redeem preferred stock or a purchase fund to be used to purchase preferred stock; and

• any other material terms of the preferred stock.

Holders of shares of preferred stock will not have preemptive rights.

Depositary Shares

General. We may, at our option, elect to offer fractional shares of preferred stock, rather than full shares of preferred stock. If we exercise this option, we will issue to the public receipts for depositary shares, and each of these depositary shares will represent a fraction (to be set forth in the applicable prospectus supplement) of a share of a particular series of preferred stock.

The shares of any series of preferred stock underlying the depositary shares will be deposited under a deposit agreement between us and a bank or trust company selected by us. The depositary will have its principal office in the United States and a combined capital and surplus of at least $50 million. Subject to the terms of the

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deposit agreement, each owner of a depositary share will be entitled, in proportion, to the applicable fraction of a share of preferred stock underlying that depositary share, to all the rights and preferences of the preferred stock underlying that depositary share. Those rights may include dividend, voting, redemption and liquidation rights.

The depositary shares will be evidenced by depositary receipts issued pursuant to the deposit agreement, which will be governed by New York law. Depositary receipts will be distributed to those persons purchasing the fractional shares of preferred stock underlying the depositary shares, in accordance with the terms of the offering. Copies of the forms of deposit agreement and depositary receipt will be filed as exhibits to current or other reports we file with the SEC. The following summary of the deposit agreement, the depositary shares and the depositary receipts is not complete. You should refer to the forms of the deposit agreement and depositary receipts that will be filed with the SEC in connection with the offering of the specific depositary shares.

Pending the preparation of definitive depositary receipts, the depositary may, upon our written order, issue temporary depositary receipts substantially identical to the definitive depositary receipts but not in definitive form. These temporary depositary receipts entitle their holders to all the rights of definitive depositary receipts which are to be prepared without unreasonable delay. Temporary depositary receipts will then be exchangeable for definitive depositary receipts at our expense.

Dividends and Other Distributions. The depositary will distribute all cash dividends or other cash distributions received with respect to the preferred stock to the record holders of depositary shares relating to the preferred stock in proportion to the number of depositary shares owned by those holders.

If there is a distribution other than in cash, the depositary will distribute property received by it to the record holders of depositary shares that are entitled to receive the distribution, unless the depositary determines that it is not feasible to make the distribution. If this occurs, the depositary may, with our approval, sell the property and distribute the net proceeds from the sale to the applicable holders.

Redemption of Depositary Shares. If a series of preferred stock represented by depositary shares is subject to redemption, the depositary shares will be redeemed from the proceeds received by the depositary resulting from the redemption, in whole or in part, of that series of preferred stock held by the depositary. The redemption price per depositary share will be equal to the applicable redemption fraction of the redemption price per share payable with respect to that series of the preferred stock. Whenever we redeem shares of preferred stock that are held by the depositary, the depositary will redeem, as of the same redemption date, the number of depositary shares representing the shares of preferred stock so redeemed. If fewer than all the depositary shares are to be redeemed, the depositary shares to be redeemed will be selected by lot or pro rata as may be determined by the depositary.

Voting the Preferred Stock. Upon receipt of notice of any meeting at which the holders of the preferred stock are entitled to vote, the depositary will mail the information contained in such notice to the record holders of the depositary shares underlying the preferred stock. Each record holder of the depositary shares on the record date, which will be the same date as the record date for the preferred stock, will be entitled to instruct the depositary as to the exercise of the voting rights pertaining to the amount of the preferred stock represented by the holder’s depositary shares. The depositary will then try, as far as practicable, to vote the number of shares of preferred stock underlying those depositary shares in accordance with such instructions. We will agree to take all actions which may be deemed necessary by the depositary to enable the depositary to do so. The depositary will not vote the shares of preferred stock to the extent it does not receive specific instructions from the holders of depositary shares underlying the preferred stock.

Amendment and Termination of the Depositary Agreement. The form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement may at any time be amended by agreement between us and the depositary. However, any amendment which materially and adversely alters the rights of the holders of depositary shares will not be effective unless the amendment has been approved by the holders of at least a majority of the depositary shares then outstanding. The deposit agreement may be terminated by us or by the

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depositary only if (a) all outstanding depositary shares have been redeemed or (b) there has been a final distribution of the underlying preferred stock in connection with our liquidation, dissolution or winding up and the preferred stock has been distributed to the holders of depositary receipts.

Charges of Depositary. We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will also pay charges of the depositary in connection with the initial deposit of the preferred stock and any redemption of the preferred stock. Holders of depositary receipts will pay other transfer and other taxes and governmental charges and those other charges, including a fee for the withdrawal of shares of preferred stock upon surrender of depositary receipts, as are expressly provided in the deposit agreement to be for their accounts.

Miscellaneous. The depositary will forward to holders of depositary receipts all reports and communications from us that we deliver to the depositary and that we are required to furnish to the holders of the preferred stock.

Neither we nor the depositary will be liable if either of us is prevented or delayed by law or any circumstance beyond our control in performing our respective obligations under the deposit agreement. Our obligations and those of the depositary will be limited to performance in good faith of our respective duties under the deposit agreement. Neither we nor the depositary will be obligated to prosecute or defend any legal proceeding in respect of any depositary shares or preferred stock unless satisfactory indemnity is furnished. We and the depositary may rely upon written advice of counsel or accountants, or upon information provided by persons presenting preferred stock for deposit, holders of depositary receipts or other persons believed to be competent and on documents believed to be genuine.

Resignation and Removal of Depositary. The depositary may resign at any time by delivering notice to us of its election to resign. We may remove the depositary at any time. Any resignation or removal will take effect upon the appointment of a successor depositary and its acceptance of the appointment. The successor depositary must be appointed within 60 days after delivery of the notice of resignation or removal and must be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $50 million.

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DESCRIPTION OF WARRANTS

We may issue warrants for the purchase of common stock, preferred stock, depositary shares, debt securities or units of two or more of these types of securities. Each series of warrants will be issued under a separate warrant agreement governed by New York law to be entered into between us and a bank or trust company, as warrant agent. The warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation or relationship of agency or trust for or with any registered holders of warrants or beneficial owners of warrants. A copy of the warrant agreement will be filed with the SEC in connection with any offering of warrants.

We will distribute a prospectus supplement with regard to each issue of warrants. Each prospectus supplement will describe:

• the title of the warrants;

• the offering price for the warrants, if any;

• the aggregate number of warrants offered;

• the designation, number and terms of the common stock, preferred stock, depositary shares, debt securities or other securities that may be purchased upon exercise of the warrants and procedures by which the number of these securities may be adjusted;

• the exercise price of the warrants;

• the period during which you may exercise the warrants;

• any minimum or maximum amount of warrants that may be exercised at any one time;

• any provision adjusting the securities that may be purchased on exercise of the warrants, and the exercise price of the warrants, to prevent dilution or otherwise;

• if the exercise price is not payable in U.S. dollars, the foreign currency, currency unit or composite currency in which the exercise price is denominated;

• any terms relating to the modification of the warrants;

• information with respect to book-entry procedures, if any;

• any terms, procedures and limitations relating to the transferability, exchange or exercise of the warrants; and

• any other material terms of the warrants.

Prior to the exercise of any warrants to purchase common stock, preferred stock, depositary shares, debt securities or other securities, holders of the warrants will not have any of the rights of holders of the common stock, preferred stock, depositary shares, debt securities or other securities purchasable upon exercise, including:

• in the case of warrants for the purchase of common stock, preferred stock or depositary shares, the right to vote or to receive any payments of dividends on the common stock, preferred stock or depositary shares purchasable upon exercise; or

• in the case of warrants for the purchase of debt securities, the right to receive payments of principal of, any premium or interest on the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture.

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DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS

We may issue stock purchase contracts, including contracts obligating holders to purchase from us, and obligating us to sell to the holders, a fixed or varying number of shares of common stock, preferred stock or depositary shares at a future date or dates. The stock purchase contracts will be governed by New York law. The consideration per share of common stock, preferred stock or depositary shares may be fixed at the time stock purchase contracts are issued or may be determined by reference to a specific formula set forth in the stock purchase contracts and may be subject to adjustment under anti-dilution formulas. The stock purchase contracts may be issued separately, or as part of stock purchase units consisting of a stock purchase contract and debt securities, preferred stock, depositary shares, debt obligations of third parties, including U.S. treasury securities, any other securities described in the applicable prospectus supplement, or any combination of the foregoing, in each case securing the holders’ obligations to purchase the common stock, preferred stock or depositary shares under the stock purchase contracts. The stock purchase contracts may require us to make periodic payments to the holders of the stock purchase contracts or stock purchase units, as the case may be, or vice versa, and such payments may be unsecured or prefunded on some basis and may be paid on a current or on a deferred basis. The stock purchase contracts may require holders to secure their obligations thereunder in a specified manner and in certain circumstances we may deliver newly issued prepaid stock purchase contracts upon release to a holder of any collateral securing that holder’s obligations under the original stock purchase contract. Any one or more of the above securities, common stock or the stock purchase contracts or other collateral may be pledged as security for the holders’ obligations to purchase or sell, as the case may be, the common stock, preferred stock or depositary shares under the stock purchase contracts. The stock purchase contracts may also allow the holders, under certain circumstances, to obtain the release of the security for their obligations under such contracts by depositing with the collateral agent as substitute collateral U.S. government securities with a principal amount at maturity equal to the collateral so released or the maximum number of shares deliverable by such holders under stock purchase contracts requiring the holders to sell common stock, preferred stock or depositary shares to us.

The applicable prospectus supplement will describe the terms of any stock purchase contracts or stock purchase units and, if applicable, prepaid stock purchase contracts. The description in the prospectus supplement will not necessarily be complete, and reference will be made to the stock purchase contract, and, if applicable, collateral or depositary arrangements, relating to such stock purchase contracts or stock purchase units. Material United States federal income tax considerations applicable to the stock purchase units and the stock purchase contracts will be discussed in the related prospectus supplement.

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DESCRIPTION OF UNITS

As specified in the applicable prospectus supplement, units will consist of one or more stock purchase contracts, warrants, debt securities, debt securities guarantees, preferred stock, common stock, depositary shares or any combination thereof. The units will be issued under a unit agreement that will be governed by New York law. You should refer to the applicable prospectus supplement for:

• all terms of the units and of the stock purchase contracts, warrants, debt securities, debt securities guarantees, shares of preferred stock, shares of common stock, depositary shares or any combination thereof comprising the units, including whether and under what circumstances the securities comprising the units may or may not be traded separately;

• a description of the terms of any unit agreement governing the units; and

• a description of the provisions for the payment, settlement, transfer or exchange of the units.

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PLAN OF DISTRIBUTION

Any of the securities being offered by this prospectus may be sold:

• through agents;

• to or through underwriters;

• through dealers;

• through brokers;

• directly by us to purchasers; or

• through a combination of any such methods of sale.

The securities may be sold at a fixed price or prices that may be changed, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices or varying prices determined at the time of sale. The distribution of securities may be effected from time to time in one or more transactions by means of one or more of the following transactions, which may include cross or block trades:

• transactions on the New York Stock Exchange or any other organized market where the securities may be traded;

• in the over-the-counter market;

• in negotiated transactions;

• through put or call option transactions relating to the securities;

• under delayed delivery contracts or other contractual commitments; or

• a combination of such methods of sale.

Agents designated by us from time to time may solicit offers to purchase the securities. We will name any such agent involved in the offer or sale of the securities and set forth any commissions payable by us to such agent in the prospectus supplement. Unless otherwise indicated in the prospectus supplement, any such agent will be acting on a best efforts basis for the period of its appointment. Any such agent may be deemed to be an underwriter, as that term is defined in the Securities Act, of the securities.

If underwriters are used in the sale of securities, securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions. Securities may be offered to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. If an underwriter or underwriters are used in the sale of securities, we will execute an underwriting agreement with such underwriter or underwriters at the time an agreement for such sale is reached. We will set forth in the prospectus supplement the names of the specific managing underwriter or underwriters, as well as any other underwriters, and the terms of the transactions, including compensation of the underwriters and dealers. Such compensation may be in the form of discounts, concessions or commissions. Underwriters and others participating in any offering of securities may engage in transactions that stabilize, maintain or otherwise affect the price of such securities. We will describe any such activities in the prospectus supplement. We may elect to list any class or series of securities on any exchange, but we are not currently obligated to do so. It is possible that one or more underwriters, if any, may make a market in a class or series of securities, but the underwriters will not be obligated to do so and may discontinue any market making at any time without notice. We cannot give any assurance as to the liquidity of the trading market for any of the securities we may offer.

If a dealer is used in the sale of the securities, we or an underwriter will sell such securities to the dealer, as principal. The dealer may then resell such securities to the public at varying prices to be determined by such dealer at the time of resale. The prospectus supplement may set forth the name of the dealer and the terms of the transactions.

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If a broker is used in the sale of the securities, the broker will not acquire the securities, and we will sell the securities directly to the purchasers in the applicable market. These will be conducted as “at the market offerings” within the meaning of the Securities Act. The prospectus supplement will set forth the terms of our arrangement with the broker.

We may directly solicit offers to purchase the securities, and we may sell directly to institutional investors or others. These persons may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale of the securities. The prospectus supplement will describe the terms of any such sales, including the terms of any bidding, auction or other process, if utilized.

Agents, underwriters and dealers may be entitled under agreements which may be entered into with us to indemnification by us against specified liabilities, including liabilities under the Securities Act, or to contribution by us to payments they may be required to make in respect of such liabilities. The prospectus supplement will describe the terms and conditions of such indemnification or contribution. Some of the agents, underwriters or dealers, or their affiliates may be customers of ours, or engage in transactions with or perform services for us and our subsidiaries in the ordinary course of business.

19

LEGAL MATTERS

Gibson, Dunn & Crutcher LLP, has rendered an opinion with respect to the validity of the securities being offered by this prospectus. Certain matters of Alabama, Arizona, Nevada, New Jersey, Oregon, Virginia and Washington law will be passed upon for us by Thomas B. Montaño, our Vice President – Corporate Securities Counsel and Corporate Secretary. Mr. Montaño is compensated by the Company as an employee and has 20,708 restricted stock units. We have filed these opinions as exhibits to the registration statement of which this prospectus is a part. If counsel for any underwriters passes on legal matters in connection with an offering made by this prospectus, we will name that counsel in the prospectus supplement relating to that offering.

EXPERTS

The consolidated financial statements of D.R. Horton, Inc. as of September 30, 2020 and 2019 and for the years then ended appearing in D.R. Horton, Inc.’s Annual Report (Form 10-K) for the year ended September 30, 2020, and the effectiveness of D.R. Horton, Inc.’s internal control over financial reporting as of September 30, 2020 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such financial statements are, and audited financial statements to be included in subsequently filed documents will be, incorporated herein in reliance upon the reports of Ernst & Young LLP pertaining to such financial statements and the effectiveness of our internal control over financial reporting as of the respective dates (to the extent covered by consents filed with the Securities and Exchange Commission) given on the authority of such firm as experts in accounting and auditing.

The financial statements for the year ended September 30, 2018 incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended September 30, 2020 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

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WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.

We make available free of charge on or through our Internet website, www.drhorton.com, our reports and other information filed with or furnished to the SEC as referred to below and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The SEC’s Internet website, www.sec.gov, also contains reports, proxy statements and other information about issuers, like us, who file electronically with the SEC. Unless specifically listed under “Incorporation of Certain Documents by Reference” below, the information contained on our website or the SEC website is not intended to be incorporated by reference in this prospectus and you should not consider that information a part of this prospectus.

We and our subsidiaries who may be guarantors have filed jointly with the SEC a registration statement on Form S-3 that registers the securities we are offering. The registration statement, including the attached exhibits, contains additional relevant information about us, any guarantor subsidiaries and the securities offered. The rules and regulations of the SEC allow us to omit certain information included in the registration statement from this prospectus.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference” information into this prospectus. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus, except for any information that is superseded by information that is included directly in this document.

This prospectus incorporates by reference the documents listed below that we have filed with the SEC but have not been included or delivered with this prospectus (other than portions of these documents that are deemed to have been furnished and not filed). These documents contain important information about us and our business, prospects and financial condition.

Filing	Period or Date Filed
Annual Report on Form 10-K (including the sections incorporated by reference therein from our definitive proxy statement on Schedule 14A filed with the Commission on December 23, 2020)	Year ended September 30, 2020
Quarterly Reports on Form 10-Q	Quarter ended December 31, 2021
	Quarter ended March 31, 2021
	Quarter ended June 30, 2021
Current Reports on Form 8-K	October  2, 2020, October 2, 2020 (two reports)
	October 13, 2020
	January 22, 2021
	February 23, 2021
	April 22,  2021, April 22, 2021 (Item 5.02 only) (two reports)

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The description of our common stock contained in our registration statement on Form 8-A/A filed September  21, 2012, as updated by the description of our common stock filed as Exhibit 4.17 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2019, and any amendments or reports filed for the purpose of updating the description of our common stock.

We also incorporate by reference any future filings we make with the SEC under sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, between the date of this prospectus and the date of the closing of each offering. These additional documents include periodic reports, such as annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K (other than information furnished and not filed by us under any item of any current report on Form 8-K, including the related exhibits, which is deemed not to be incorporated by reference in this prospectus), as well as proxy statements (other than information identified in them as not incorporated by reference). You should review these filings as they may disclose changes in our business, prospects, financial condition or other affairs after the date of this prospectus. The information that we file later with the SEC under sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and before the closing of each offering will automatically update and supersede previous information included or incorporated by reference in this prospectus.

You can obtain any of the documents incorporated by reference in this prospectus from us without charge, excluding any exhibits to those documents unless the exhibit is specifically incorporated by reference in this prospectus. You can obtain documents incorporated by reference in this prospectus by requesting them in writing or by telephone from us at the following address:

Investor Relations

D.R. Horton, Inc.

1341 Horton Circle

Arlington, Texas 76011

(817) 390-8200

22

D.R. Horton, Inc.

Debt Securities

Preferred Stock

Depositary Shares

Common Stock

Warrants

Stock Purchase Contracts

Stock Purchase Units

Guarantees of Debt Securities

Units of These Securities

PROSPECTUS

July 28, 2021

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth the estimated fees and expenses payable by us in connection with offering of the securities being registered, other than discounts and commissions.

Securities and Exchange Commission registration fee*	$	**
Blue Sky fees and expenses		**
Printing and engraving fees and expenses		**
Trustees’ fees and expenses		**
Rating agency fees		**
Accountants’ fees and expenses		**
Legal fees and expenses		**
Miscellaneous		**
Total	$	**

* In accordance with Rules 456(b) and 457(r) of the Securities Act of 1933, the registrant is deferring payment of all of the registration fee for the securities offered by this registration statement.

** These fees and expenses are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time.

Item 15. Indemnification of Directors and Officers.

D.R. Horton, Inc.’s certificate of incorporation provides that D.R. Horton, Inc. shall, to the full extent permitted by the Delaware General Corporation Law or other applicable laws presently or hereafter in effect, indemnify each person who is or was or had agreed to become a director or officer of D.R. Horton, Inc., or each such person who is or was serving or who had agreed to serve at the written request of the board of directors or an officer of D.R. Horton, Inc. as an employee or agent of D.R. Horton, Inc. or as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, in any such case owned or controlled by D.R. Horton, Inc., including the heirs, executors, administrators or estate of such person, and eliminates the personal liability of its directors to the full extent permitted by the Delaware General Corporation Law or other applicable laws presently or hereafter in effect. D.R. Horton, Inc. has entered into an indemnification agreement with each of its directors and executive officers.

Section 145 of the Delaware General Corporation Law permits a corporation to indemnify its directors and officers against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection with any action, suit or proceeding brought by third parties, if such directors or officers acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. In a derivative action, i.e., one by or in the right of the corporation, indemnification may be made only for expenses actually and reasonably incurred by directors and officers in connection with the defense or settlement of an action or suit, and only with respect to a matter as to which they shall have acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made if such person shall have been adjudged liable for negligence or misconduct in the performance of his respective duties to the corporation, although the court in which the action or suit was brought may determine upon application that the defendant officers or directors are fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability.

Section 102(b)(7) of the Delaware General Corporation Law provides that a corporation may eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for breach of

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fiduciary duty as a director, provided that such provisions shall not eliminate or limit the liability of a director (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) under section 174 of the Delaware General Corporation Law, or (4) for any transaction from which the director derived an improper personal benefit. No such provision shall eliminate or limit the liability of a director for any act or omission occurring before the date when such provision becomes effective. An amendment, repeal or elimination of such a provision shall not affect its application with respect to an act or omission by a director occurring before such amendment, repeal or elimination unless the provision provides otherwise at the time of such act or omission.

In addition to indemnification by D.R. Horton, Inc. pursuant to its certificate of incorporation, the partners, members, managers, directors and officers of the co-registrants are generally also entitled to indemnification and exculpation for certain monetary damages to the extent provided in the co-registrants’ organizational documents or under the statutes under which the co-registrants are organized.

Any underwriting agreement, which will be filed as Exhibit 1.1 by amendment hereto or pursuant to a current report on Form 8-K to be incorporated herein by reference, will provide that the underwriters named therein will indemnify and hold harmless D.R. Horton, Inc., the co-registrants and each director, officer who signs this registration statement or controlling person of D.R. Horton, Inc. and the co-registrants from and against specific liabilities, including liabilities under the Securities Act.

D.R. Horton, Inc. also has obtained directors’ and officers’ liability insurance that provides insurance coverage for certain liabilities which may be incurred by directors and officers of D.R. Horton, Inc. and the co-registrants in their capacity as such.

Item 16. Exhibits and Financial Schedules.

Exhibit Number	Description
1.1*	Form of Underwriting Agreement.
4.1	Certificate of Amendment of the Amended and Restated Certificate of Incorporation, as amended, of D.R. Horton, Inc., dated January  31, 2006, and the Amended and Restated Certificate of Incorporation, as amended, of D.R. Horton, Inc., dated March 18, 1992 (incorporated by reference from Exhibit 3.1 to D.R. Horton, Inc.’s Quarterly Report on Form  10-Q for the quarterly period ended December 31, 2005, filed with the SEC on February 2, 2006 (File No. 001-14122)).
4.2	Amended and Restated Bylaws of D.R. Horton, Inc. (incorporated by reference from Exhibit  3.1 to D.R. Horton, Inc.’s Current Report on Form 8-K filed with the SEC on November 8, 2017 (File No. 001-14122)).
4.3	Senior Debt Securities Indenture, dated as of October  10, 2019, among D.R. Horton, Inc. and Truist Bank (formerly known as Branch Banking and Trust Company), as trustee (incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on October  10, 2019 (File No. 001-14122)).
4.4	Form of Senior Subordinated Debt Securities Indenture (incorporated by reference from Exhibit 4.4 to D.R. Horton, Inc’s Registration Statement on Form S-3ASR filed with the SEC on August 7, 2018 (File No. 333-226644)).
4.5	Form of Subordinated Debt Securities Indenture (incorporated by reference from Exhibit  4.5 to D.R. Horton, Inc’s Registration Statement on Form S-3ASR filed with the SEC on August 7, 2018 (File No. 333-226644)).
4.6*	Form of Supplemental Indenture.
4.7*	Form of Deposit Agreement and Deposit Receipt.

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Exhibit Number	Description
4.8*	Form of Warrant Agreement (including form of warrant).
4.9*	Form of Stock Purchase Contract.
4.10*	Form of Stock Purchase Unit Agreement.
4.11*	Form of Unit Agreement.
4.12	Specimen of Common Stock Certificate (incorporated by reference from Exhibit 4.12 to D.R.  Horton Inc.’s Registration Statement on Form S-3, filed with the SEC on September 24, 2012 (File No. 333-184065)).
5.1	Opinion of Gibson, Dunn & Crutcher LLP, as to the validity of the securities being registered.
5.2	Opinion of Thomas B. Montaño, Esquire, as to certain matters under the laws of the States of Alabama, Arizona, Nevada, New Jersey, Oregon, Virginia and Washington.
22.1	Subsidiary guarantors and issuers of guaranteed securities and affiliates whose securities collateralize securities of the registrant.
23.1	Consent of Ernst and Young LLP.
23.2	Consent of PricewaterhouseCoopers LLP.
23.3	Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
23.4	Consent of Thomas B. Montaño, Esquire (included in Exhibit 5.2).
24.1	Powers of Attorney (included on the signature pages of this registration statement).
25.1	Statement of eligibility of trustee on Form T-1 for Senior Debt Securities.
25.2	Statement of eligibility of trustee on Form T-1 for Senior Subordinated Debt Securities.
25.3	Statement of eligibility of trustee on Form T-1 for Subordinated Debt Securities.

* To be filed by amendment hereto or pursuant to a Current Report on Form 8-K to be incorporated herein by reference.

Item 17. Undertakings.

(a) The undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

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Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrants pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by the registrants pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrants under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrants undertake that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be sellers to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or their securities provided by or on behalf of the undersigned registrants; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.

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(b) The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of D.R. Horton, Inc.’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions described in Item 15, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of any registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, each appropriate registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(d) The undersigned registrants hereby undertake to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under section 305(b)(2) of the Trust Indenture Act.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant, D.R. Horton, Inc., and the co-registrants named below, certify that they have reasonable grounds to believe that they meet all the requirements for filing on Form S-3 and have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Fort Worth, State of Texas, on July 28, 2021.

D.R. HORTON, INC.
By:	/s/ Bill W. Wheat
	Bill W. Wheat
	Executive Vice President and Chief Financial Officer

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CO-REGISTRANTS:

C. RICHARD DOBSON BUILDERS, INC.	DRH REGREM XV, INC.
CH INVESTMENTS OF TEXAS, INC.	DRH REGREM XVI, INC.
CHTEX OF TEXAS, INC.	DRH REGREM XVII, INC.
CONTINENTAL HOMES, INC.	DRH REGREM XVIII, INC.
CONTINENTAL RESIDENTIAL, INC.	DRH REGREM XIX, INC.
D.R. HORTON, INC. — BIRMINGHAM	DRH REGREM XX, INC.
D.R. HORTON, INC. — CHICAGO	DRH REGREM XXI, INC.
D.R. HORTON, INC. — DIETZ-CRANE	DRH REGREM XXII, INC.
D.R. HORTON, INC. — GREENSBORO	DRH REGREM XXIII, INC.
D.R. HORTON, INC. — GULF COAST	DRH REGREM XXIV, INC.
D.R. HORTON, INC. — HUNTSVILLE	DRH REGREM XXV, INC.
D.R. HORTON, INC. — JACKSONVILLE	DRH SOUTHWEST CONSTRUCTION, INC.
D.R. HORTON, INC. — LOUISVILLE	DRH TUCSON CONSTRUCTION, INC.
D.R. HORTON, INC. — MIDWEST	KDB HOMES, INC.
D.R. HORTON, INC. — MINNESOTA	MEADOWS I, LTD.
D.R. HORTON, INC. — NEW JERSEY	MEADOWS II, LTD.
D.R. HORTON, INC. — PORTLAND	MEADOWS VIII, LTD.
D.R. HORTON, INC. — TORREY	MEADOWS IX, INC.
D.R. HORTON BAY, INC.	MEADOWS X, INC.
D.R. HORTON CA2, INC.	MELODY HOMES, INC.
D.R. HORTON CA3, INC.	SCHULER HOMES OF CALIFORNIA, INC.
D.R. HORTON CRUCES CONSTRUCTION, INC.	SCHULER HOMES OF OREGON, INC.
D.R. HORTON LA NORTH, INC.	SCHULER HOMES OF WASHINGTON, INC.
D.R. HORTON LOS ANGELES HOLDING COMPANY, INC.	SHLR OF CALIFORNIA, INC.
D.R. HORTON MATERIALS, INC.	SHLR OF NEVADA, INC.
D.R. HORTON VEN, INC.	SHLR OF WASHINGTON, INC.
DRH CONSTRUCTION, INC.	VERTICAL CONSTRUCTION CORPORATION
DRH PHOENIX EAST CONSTRUCTION, INC.	WESTERN PACIFIC HOUSING, INC.
DRH REGREM XIV, INC.	WESTERN PACIFIC HOUSING MANAGEMENT, INC.

By:	/s/ Bill W. Wheat
	Bill W. Wheat
	Executive Vice President and
	Chief Financial Officer

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CONTINENTAL HOMES OF TEXAS, L.P.
By:	CHTEX of Texas, Inc., its General Partner
	By:	/s/ Bill W. Wheat
		Bill W. Wheat
		Executive Vice President and
		Chief Financial Officer
D.R. HORTON MANAGEMENT COMPANY, LTD.
D.R. HORTON — EMERALD, LTD.
D.R. HORTON — TEXAS, LTD.
DRH REGREM VII, LP
DRH REGREM XII, LP
By:	Meadows I, Ltd., its General Partner
	By:	/s/ Bill W. Wheat
		Bill W. Wheat
		Executive Vice President and
		Chief Financial Officer
SGS COMMUNITIES AT GRANDE QUAY L.L.C.
By:	Meadows IX, Inc., a Member
	By:	/s/ Bill W. Wheat
		Bill W. Wheat
		Executive Vice President and
		Chief Financial Officer
and
By:	Meadows X, Inc., a Member
	By:	/s/ Bill W. Wheat
		Bill W. Wheat
		Executive Vice President and
		Chief Financial Officer
DRH CAMBRIDGE HOMES, LLC
By:	D.R. Horton, Inc. — Chicago, its Member
	By:	/s/ Bill W. Wheat
		Bill W. Wheat
		Executive Vice President and
		Chief Financial Officer

S-3

HPH HOMEBUILDERS 2000 L.P.

WESTERN PACIFIC HOUSING — ANTIGUA, LLC

WESTERN PACIFIC HOUSING — BROADWAY, LLC

WESTERN PACIFIC HOUSING — CANYON PARK, LLC

WESTERN PACIFIC HOUSING — CARRILLO, LLC

WESTERN PACIFIC HOUSING — COMMUNICATIONS HILL, LLC

WESTERN PACIFIC HOUSING — COPPER CANYON, LLC

WESTERN PACIFIC HOUSING — CREEKSIDE, LLC

WESTERN PACIFIC HOUSING — LOMAS VERDES, LLC

WESTERN PACIFIC HOUSING — MCGONIGLE CANYON, LLC

WESTERN PACIFIC HOUSING — MOUNTAINGATE, L.P.

WESTERN PACIFIC HOUSING — NORCO ESTATES, LLC

WESTERN PACIFIC HOUSING — PACIFIC PARK II, LLC

WESTERN PACIFIC HOUSING — PARK AVENUE EAST, LLC

WESTERN PACIFIC HOUSING — PARK AVENUE WEST, LLC

WESTERN PACIFIC HOUSING — PLAYA VISTA, LLC

WESTERN PACIFIC HOUSING — RIVER RIDGE, LLC

WESTERN PACIFIC HOUSING — TERRA BAY DUETS, LLC

WESTERN PACIFIC HOUSING — TORREY MEADOWS, LLC

WESTERN PACIFIC HOUSING — TORREY VILLAGE CENTER, LLC

WESTERN PACIFIC HOUSING — WINDEMERE, LLC

WPH-CAMINO RUIZ, LLC

BY:	Western Pacific Housing Management, Inc., its Manager, Managing Member or General Partner
	By:	/s/ Bill W. Wheat
		Bill W. Wheat
		Executive Vice President and
		Chief Financial Officer

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SCHULER HOMES OF ARIZONA LLC
SHA CONSTRUCTION LLC
By:	SRHI LLC, its Member
	By:	SHLR of Nevada, Inc. its Member
		By:	/s/ Bill W. Wheat
			Bill W. Wheat
			Executive Vice President and
			Chief Financial Officer

D.R. HORTON HAWAII LLC
By:	Vertical Construction Corporation, its Manager
	By:	/s/ Bill W. Wheat
		Bill W. Wheat
		Executive Vice President and
		Chief Financial Officer
SRHI LLC
By:	SHLR of Nevada, Inc., its Member
	By:	/s/ Bill W. Wheat
		Bill W. Wheat
		Executive Vice President and
		Chief Financial Officer
LEXINGTON HOMES — DRH, LLC
SSHI LLC
PACIFIC RIDGE — DRH, LLC
By:	SHLR of Washington, Inc., its Member
	By:	/s/ Bill W. Wheat
		Bill W. Wheat
		Executive Vice President and
		Chief Financial Officer

S-5

D.R. HORTON — CROWN, LLC

D.R. HORTON — GEORGIA, LLC

D.R. HORTON — HIGHLAND, LLC

D.R. HORTON — IOWA, LLC

D.R. HORTON — NEBRASKA, LLC

D.R. HORTON — REGENT, LLC

D.R. HORTON — TERRAMOR, LLC

D.R. HORTON — WPH, LLC

D.R. HORTON SERENITY

CONSTRUCTION, LLC

DRH REGREM XLV, LLC

DRH REGREM XLVI, LLC

DRH REGREM XLVII, LLC

DRH REGREM XLVIII, LLC

DRH REGREM XLIX, LLC

DRH REGREM L, LLC

DRH REGREM LI, LLC

DRH REGREM LII, LLC

DRH REGREM LIII, LLC

DRH REGREM LIV, LLC

DRH REGREM LV, LLC

DRH REGREM LVI, LLC

DRH REGREM LVII, LLC

DRH REGREM LVIII, LLC

DRH REGREM LIX, LLC

DRH REGREM LX, LLC

DRH REGREM LXI, LLC

DRH REGREM LXII, LLC

DRH REGREM LXIII, LLC

DRH REGREM LXIV, LLC

DRH REGREM LXV, LLC

By:	D.R. Horton, Inc., its Member
	By:	/s/ Bill W. Wheat
		Bill W. Wheat
		Executive Vice President and
		Chief Financial Officer
D.R. HORTON — COLORADO, LLC
D.R. HORTON — WYOMING, LLC
By:	Melody Homes, Inc., its Member
	By:	/s/ Bill W. Wheat
		Bill W. Wheat
		Executive Vice President and
		Chief Financial Officer

S-6

D.R. HORTON — INDIANA, LLC
By:	D.R. Horton, Inc. — Midwest, its Member
	By:	/s/ Bill W. Wheat
		Bill W. Wheat
		Executive Vice President and
		Chief Financial Officer

S-7

D.R. HORTON — CHAUSTIN, LLC
BY:	Continental Homes of Texas, L.P., its Member
	By: CHTEX of Texas, Inc., its General Partner
	By:	/s/ Bill W. Wheat
		Bill W. Wheat
		Executive Vice President and
		Chief Financial Officer

D.R. HORTON — PERMIAN, LLC
DRH — HWY 114, LLC
D.R. HORTON — CORPUS CHRISTI, LLC
BY:	D.R. Horton — Texas, Ltd. its Member
	By:	Meadows I, Ltd., its General Partner
	By:	/s/ Bill W. Wheat
		Bill W. Wheat
		Executive Vice President and
		Chief Financial Officer

D.R. HORTON CA4, LLC
BY:	Western Pacific Housing, Inc., its Member
	By:	/s/ Bill W. Wheat
		Bill W. Wheat
		Executive Vice President and
		Chief Financial Officer

WALKER DRIVE, LLC
BY:	D.R. Horton BAY, Inc.
	By:	/s/ Bill W. Wheat
		Bill W. Wheat
		Executive Vice President and
		Chief Financial Officer

S-8

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each of Donald R. Horton, individually, and David V. Auld and Bill W. Wheat, together as a group, as his or her true and lawful attorney-in-fact and agent, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, including post-effective amendments and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each such attorney-in-fact and agent full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, each acting alone, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

REGISTRANT OFFICERS AND DIRECTORS

Signature	Title	Date
/s/ David V. Auld David V. Auld	President and Chief Executive Officer (Principal Executive Officer)	July 28, 2021
/s/ Bill W. Wheat Bill W. Wheat	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	July 28, 2021
/s/ Donald R. Horton Donald R. Horton	Chairman of the Board and Director*	July 28, 2021
/s/ Barbara K. Allen Barbara K. Allen	Director*	July 28, 2021
/s/ Brad S. Anderson Brad S. Anderson	Director*	July 28, 2021
/s/ Michael R. Buchanan Michael R. Buchanan	Director*	July 28, 2021
/s/ Benjamin S. Carson, Sr. Benjamin S. Carson, Sr.	Director*	July 28, 2021
/s/ Michael W. Hewatt Michael W. Hewatt	Director*	July 28, 2021
/s/ Maribess L. Miller Maribess L. Miller	Director*	July 28, 2021

* Includes capacity as a director of D.R. Horton, Inc. as the sole member of D.R. Horton — Crown, LLC, D.R. Horton — Georgia, LLC, D.R. Horton — Highland, LLC, D.R. Horton — Iowa, LLC, D.R. Horton — Nebraska, LLC, D.R. Horton — Regent, LLC, D.R. Horton — Terramor, LLC, D.R. Horton Serenity Construction, LLC, D.R. Horton — WPH, LLC, DRH Regrem XLV, LLC, DRH Regrem XLVI, LLC, DRH Regrem XLVII, LLC, DRH Regrem XLVIII, LLC, DRH Regrem XLIX, LLC, DRH Regrem L, LLC, DRH Regrem LI, LLC, DRH Regrem LII, LLC, DRH Regrem LIII, LLC, DRH Regrem LIV, LLC, DRH Regrem LV, LLC, DRH Regrem LVI, LLC, DRH Regrem LVII, LLC, DRH Regrem LVIII, LLC, DRH Regrem LIX, LLC, DRH Regrem LX, LLC, DRH Regrem LXI, LLC, DRH Regrem LXII, LLC, DRH Regrem LXIII, LLC, DRH Regrem LXIV, LLC and DRH Regrem LXV, LLC.

S-9

CO-REGISTRANT OFFICERS AND DIRECTORS:

C. RICHARD DOBSON BUILDERS, INC.	DRH REGREM XV, INC.
CH INVESTMENTS OF TEXAS, INC.	DRH REGREM XVI, INC.
CHTEX OF TEXAS, INC.	DRH REGREM XVII, INC.
CONTINENTAL HOMES, INC.	DRH REGREM XVIII, INC.
CONTINENTAL RESIDENTIAL, INC.	DRH REGREM XIX, INC.
D.R. HORTON, INC. — BIRMINGHAM	DRH REGREM XX, INC.
D.R. HORTON, INC. — CHICAGO	DRH REGREM XXI, INC.
D.R. HORTON, INC. — DIETZ-CRANE	DRH REGREM XXII, INC.
D.R. HORTON, INC. — GREENSBORO	DRH REGREM XXIII, INC.
D.R. HORTON, INC. — GULF COAST	DRH REGREM XXIV, INC.
D.R. HORTON, INC. — HUNTSVILLE	DRH REGREM XXV, INC.
D.R. HORTON, INC. — JACKSONVILLE	DRH SOUTHWEST CONSTRUCTION, INC.
D.R. HORTON, INC. — LOUISVILLE	DRH TUCSON CONSTRUCTION, INC.
D.R. HORTON, INC. — MIDWEST	KDB HOMES, INC.
D.R. HORTON, INC. — MINNESOTA	MEADOWS I, LTD.
D.R. HORTON, INC. — NEW JERSEY	MEADOWS II, LTD.
D.R. HORTON, INC. — PORTLAND	MEADOWS VIII, LTD.
D.R. HORTON, INC. — TORREY	MEADOWS IX, INC.
D.R. HORTON BAY, INC.	MEADOWS X, INC.
D.R. HORTON CA2, INC.	MELODY HOMES, INC.
D.R. HORTON CA3, INC.	SCHULER HOMES OF CALIFORNIA, INC.
D.R. HORTON CRUCES CONSTRUCTION, INC.	SCHULER HOMES OF OREGON, INC.
D.R. HORTON LA NORTH, INC.	SCHULER HOMES OF WASHINGTON, INC.
D.R. HORTON LOS ANGELES HOLDING COMPANY, INC.	SHLR OF CALIFORNIA, INC.
D.R. HORTON MATERIALS, INC.	SHLR OF NEVADA, INC.
D.R. HORTON VEN, INC.	SHLR OF WASHINGTON, INC.
DRH CONSTRUCTION, INC.	VERTICAL CONSTRUCTION CORPORATION
DRH PHOENIX EAST CONSTRUCTION, INC.	WESTERN PACIFIC HOUSING, INC.
DRH REGREM XIV, INC.	WESTERN PACIFIC HOUSING MANAGEMENT, INC.

Signature	Title	Date
/s/ Donald R. Horton Donald R. Horton	Sole Director	July 28, 2021
/s/ David V. Auld David V. Auld	President and Chief Executive Officer (Principal Executive Officer)	July 28, 2021
/s/ Bill W. Wheat Bill W. Wheat	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	July 28, 2021

S-10

CHTEX of Texas, Inc., the General Partner of

Continental Homes of Texas, L.P., Member of

D.R. Horton — CHAustin, LLC

D.R. Horton, Inc. — Chicago, Member of

DRH Cambridge Homes, LLC

Meadows I, Ltd., the General Partner of

D.R. Horton Management Company, Ltd.

D.R. Horton — Emerald, Ltd.

DRH Regrem VII, LP

DRH Regrem XII, LP

D.R. Horton — Texas, Ltd., Member of

D.R. Horton — Permian, LLC

DRH — HWY 114, LLC

D.R. Horton — Corpus Christi, LLC

Meadows IX, Inc. and Meadows X, Inc., each Members of

SGS Communities at Grande Quay L.L.C.

Melody Homes, Inc., Member of

D.R. Horton — Colorado, LLC

D.R. Horton — Wyoming, LLC

D.R. Horton, Inc. — Midwest, Member of

D.R. Horton — Indiana, LLC

SHLR of Nevada, Inc., Member of

SRHI LLC, Member of

Schuler Homes of Arizona LLC

SHA Construction LLC

SHLR of Washington, Inc., Member of

Lexington Homes — DRH, LLC

Pacific Ridge — DRH, LLC

SSHI LLC

Vertical Construction Corporation, Manager of

D.R. Horton Hawaii LLC

Western Pacific Housing, Inc., Member of

D.R. Horton CA4, LLC

D.R. Horton BAY, Inc., Member of

Walker Drive, LLC

Signature	Title	Date
/s/ Donald R. Horton Donald R. Horton	Sole Director	July 28, 2021

S-11

/s/ David V. Auld David V. Auld	President and Chief Executive Officer (Principal Executive Officer)	July 28, 2021
/s/ Bill W. Wheat Bill W. Wheat	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	July 28, 2021

S-12

Western Pacific Housing Management, Inc., a Manager, Managing Member or General Partner of

HPH Homebuilders 2000 L.P.

Western Pacific Housing — Antigua, LLC

Western Pacific Housing — Broadway, LLC

Western Pacific Housing — Canyon Park, LLC

Western Pacific Housing — Carrillo, LLC

Western Pacific Housing — Communications Hill, LLC

Western Pacific Housing — Copper Canyon, LLC

Western Pacific Housing — Creekside, LLC

Western Pacific Housing — Lomas Verdes, LLC

Western Pacific Housing — McGonigle Canyon, LLC

Western Pacific Housing — Mountaingate, L.P.

Western Pacific Housing — Norco Estates, LLC

Western Pacific Housing — Pacific Park II, LLC

Western Pacific Housing — Park Avenue East, LLC

Western Pacific Housing — Park Avenue West, LLC

Western Pacific Housing — Playa Vista, LLC

Western Pacific Housing — River Ridge, LLC

Western Pacific Housing — Terra Bay Duets, LLC

Western Pacific Housing — Torrey Meadows, LLC

Western Pacific Housing — Torrey Village Center, LLC

Western Pacific Housing — Windemere, LLC

WPH-Camino Ruiz, LLC

Signature	Title	Date
/s/ Donald R. Horton Donald R. Horton	Sole Director	July 28, 2021
/s/ David V. Auld David V. Auld	President and Chief Executive Officer (Principal Executive Officer)	July 28, 2021
/s/ Bill W. Wheat Bill W. Wheat	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	July 28, 2021

S-13

D.R. Horton, Inc., a Member of

D.R. Horton — Crown, LLC

D.R. Horton — Georgia, LLC

D.R. Horton — Highland, LLC

D.R. Horton — Iowa, LLC

D.R. Horton — Nebraska, LLC

D.R. Horton — Regent, LLC

D.R. Horton — Terramor, LLC

D.R. Horton — WPH, LLC

DRH Regrem XLV, LLC

DRH Regrem XLVI, LLC

DRH Regrem XLVII, LLC

DRH Regrem XLVIII, LLC

DRH Regrem XLIX, LLC

DRH Regrem L, LLC

DRH Regrem LI, LLC

DRH Regrem LII, LLC

DRH Regrem LIII, LLC

DRH Regrem LIV, LLC

DRH Regrem LV, LLC

DRH Regrem LVI, LLC

DRH Regrem LVII, LLC

DRH Regrem LVIII, LLC

DRH Regrem LIX, LLC

DRH Regrem LX, LLC

DRH Regrem LXI, LLC

DRH Regrem LXII, LLC

DRH Regrem LXIII, LLC

DRH Regrem LXIV, LLC

DRH Regrem LXV, LLC

D.R. Horton Serenity Construction, LLC

Signature	Title	Date
/s/ David V. Auld David V. Auld	President and Chief Executive Officer (Principal Executive Officer)	July 28, 2021
/s/ Bill W. Wheat Bill W. Wheat	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	July 28, 2021

S-14

EX-5.1

Exhibit 5.1

July 28, 2021

D.R. Horton, Inc. 1341 Horton Circle

Arlington, Texas 76011

Re: D.R. Horton, Inc.

Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to D.R. Horton, Inc., a Delaware corporation (the “Company”) and certain of its subsidiaries and affiliates listed on Annex A hereto (the “Guarantors”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration under the Securities Act and the proposed issuance and sale from time to time pursuant to Rule 415 under the Securities Act, together or separately and in one or more series (if applicable) of:

(i) the Company’s unsecured debt securities, which may either be senior debt securities (“Senior Debt Securities”), senior subordinated debt securities (“Senior Subordinated Debt Securities”) or subordinated debt securities (the “Subordinated Debt Securities” and, collectively with the Senior Debt Securities and the Senior Subordinated Debt Securities, the “Debt Securities”);

(ii) guarantees of the Debt Securities by the Guarantors (the “Debt Securities Guarantees”);

(iii) shares of the Company’s common stock, par value $.01 per share (the “Common Stock”);

(iv) shares of the Company’s preferred stock, par value $.10 per share (the “Preferred Stock”);

(v) depositary shares each representing a fraction of a share of a particular series of Preferred Stock (the “Depositary Shares”);

July 28, 2021

Page 2

(vi) contracts for the purchase or sale of Depositary Shares, Preferred Stock or Common Stock (the “Purchase Contracts”);

(vii) warrants for the purchase of Common Stock, Preferred Stock, Depositary Shares, Debt Securities or units of two or more of such securities (the “Warrants”); and

(viii) units of the Company comprised of any combination of Common Stock, Preferred Stock, Warrants, Depositary Shares, Purchase Contracts, Debt Securities or Debt Securities Guarantees (the “Units”).

The Debt Securities, Debt Securities Guarantees, Common Stock, Preferred Stock, Depositary Shares, Purchase Contracts, Warrants, and Units are collectively referred to herein as the “Securities.” The Senior Debt Securities are to be issued under an indenture entered into among the Company, the guarantors from time to time party thereto, and Truist Bank (formerly known as Branch Banking and Trust Company) (the “Trust Company”), as indenture trustee (the “Senior Base Indenture”). The Senior Subordinated Debt Securities are to be issued under an indenture to be entered into among the Company, the guarantors from time to time party thereto, and the Trust Company, as indenture trustee (the “Senior Subordinated Base Indenture”). The Subordinated Debt Securities are to be issued under an indenture to be entered into among the Company, the guarantors from time to time party thereto, and the Trust Company, as indenture trustee (the “Subordinated Base Indenture,” and together with the Senior Base Indenture and the Senior Subordinated Base Indenture, the “Base Indentures”).

In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals of the Senior Base Indenture, the forms of the Senior Subordinated Base Indenture and Subordinated Base Indenture, forms of the Debt Securities and Debt Securities Guarantees, specimen Common Stock certificates and such other documents, corporate records, certificates of officers of the Company and the Guarantors and of public officials and other instruments as we have deemed necessary or advisable to enable us to render these opinions. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. To the extent that our opinions may be dependent upon such matters, we have assumed, without independent investigation, that each of the Guarantors identified on Annex A as a “Specified Guarantor” (each Guarantor so identified, a “Specified Guarantor”) is validly existing under the laws of its jurisdiction of formation, has all requisite corporate or other entity power to execute, deliver and perform its obligations under the Indenture (defined below) and the Debt Securities Guarantees to which it is or may be a party, that the authorization, execution, delivery and performance of such documents by each Specified Guarantor and the performance of its obligations thereunder do not and will not violate the charter or bylaws or other constituent documents of any Specified Guarantor or any law, regulation, order, judgment or decree applicable to such Specified Guarantor. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company and the Guarantors and others.

July 28, 2021

Page 3

We have assumed without independent investigation that:

(i) at the time any Securities are sold pursuant to the Registration Statement (the “Relevant Time”), the Registration Statement and any supplements and amendments thereto (including post-effective amendments) will be effective and will comply with all applicable laws;

(ii) at the Relevant Time, a prospectus supplement will have been prepared and filed with the Commission describing the Securities offered thereby and all related documentation and will comply with all applicable laws;

(iii) all Securities will be issued and sold in the manner stated in the Registration Statement and the applicable prospectus supplement;

(iv) at the Relevant Time, all corporate or other action required to be taken by the Company or any Guarantor to duly authorize each proposed issuance of Securities and any related documentation (including (i) the due reservation of any shares of Common Stock or Preferred Stock for issuance upon exercise, conversion or exchange of any Securities for Common Stock or Preferred Stock (a “Convertible Security”), and (ii) the execution (in the case of certificated Securities), delivery and performance of the Securities and any related documentation referred to in paragraphs 1 through 7 below) shall have been duly completed and shall remain in full force and effect;

(v) upon issuance of any Common Stock or Preferred Stock, including upon exercise, conversion or exchange of any Convertible Security, the total number of shares of Common Stock or Preferred Stock issued and outstanding will not exceed the total number of shares of Common Stock or Preferred Stock, as applicable, that the Company is then authorized to issue under its certificate of incorporation and other relevant documents;

(vi) in the case of Debt Securities and Debt Securities Guarantees, at the Relevant Time, the relevant Base Indenture shall have been duly executed and delivered by the Company and all other parties thereto and duly qualified under the Trust Indenture Act of 1939, as amended; and

(vii) at the Relevant Time, a definitive purchase, underwriting or similar agreement and any other necessary agreement with respect to any Securities offered or issued will have been duly authorized by all necessary corporate or other action of the Company and each Guarantor and duly executed and delivered by the Company or any Guarantor and the other parties thereto.

July 28, 2021

Page 4

Based on the foregoing and in reliance thereon, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that:

1. With respect to any Debt Securities and related Debt Securities Guarantees, when:

a. the terms and conditions of such Debt Securities and Debt Securities Guarantees have been duly established by supplemental indenture or officers’ certificate in accordance with the terms and conditions of the relevant Base Indenture,

b. any such supplemental indenture has been duly executed and delivered by the Company, the Guarantors and the relevant trustee (together with the relevant Base Indenture, the “Indenture”), and

c. such Debt Securities and Debt Securities Guarantees have been executed (in the case of certificated Debt Securities and Debt Securities Guarantees), delivered and authenticated in accordance with the terms of the applicable Indenture and issued and sold for the consideration set forth in the applicable definitive purchase, underwriting or similar agreement,

such Debt Securities will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, and related Debt Security Guarantees will be legal, valid and binding obligations of the Guarantors obligated thereon, enforceable against such Guarantors in accordance with their respective terms.

2. With respect to any shares of Preferred Stock, when:

a. the certificate of designations relating to such Preferred Stock (the “Certificate of Designations”) has been duly executed and filed with the Office of the Secretary of State of the State of Delaware,

b. such shares have been issued either (i) in accordance with the applicable definitive purchase, underwriting or similar agreement and for the consideration therefor provided for therein or (ii) upon exercise, conversion or exchange of any Convertible Security and for any additional consideration specified in such Convertible Security or the instrument governing such Convertible Security providing for such conversion or exercise, which consideration (including any consideration paid for such Convertible Security), on a per-share basis, shall in either event not be less than the par value of the Preferred Stock, and

July 28, 2021

Page 5

c. any such Convertible Security was previously validly issued and is fully paid and non-assessable (in the case of an equity Security) or is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms,

such shares of Preferred Stock will be validly issued, fully paid and non-assessable.

3. With respect to Depositary Shares, when:

a. a deposit agreement relating to such Depositary Shares (“Deposit Agreement”) has been duly executed and delivered by the Company and the depositary appointed by the Company,

b. the terms of the Depositary Shares have been established in accordance with the Deposit Agreement, and

c. the depositary receipts representing the Depositary Shares have been duly executed and countersigned (in the case of certificated Depositary Shares), registered and delivered in accordance with the related Deposit Agreement and the applicable definitive purchase, underwriting or similar agreement for the consideration provided therein,

the depositary receipts evidencing the Depositary Shares will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

4. With respect to shares of Common Stock, when:

a. such shares of Common Stock have been duly executed (in the case of certificated shares) and delivered either (i) in accordance with the applicable definitive purchase, underwriting or similar agreement for the consideration provided for therein, or (ii) upon conversion or exercise of any Convertible Security, in accordance with the terms of such Convertible Security or the instrument governing such Convertible Security providing for such conversion or exercise, and for any additional consideration specified therein, which consideration (including any consideration paid for such Convertible Security), on a per-share basis, shall in either event not be less than the par value of the Common Stock, and

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Page 6

b. any such Convertible Security was previously validly issued and is fully paid and non-assessable (in the case of an equity Security) or is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms,

such shares of Common Stock will be validly issued, fully paid and non-assessable.

5. With respect to any Purchase Contracts, when:

a. the related purchase contract agreement (“Purchase Contract Agreement”), if any, has been duly executed by the Company and each other party thereto,

b. the terms of the Purchase Contracts have been established in accordance with the Purchase Contract Agreement, if any, or the applicable definitive purchase, underwriting or similar agreement,

c. the terms of any collateral or security arrangements relating to such Purchase Contracts have been established and the agreements thereto have been validly executed and delivered by each of the parties thereto and any collateral has been deposited with the collateral agent, if applicable, in accordance with such arrangements, and

d. such Purchase Contracts have been executed (in the case of certificated Purchase Contracts) and delivered in accordance with the Purchase Contract Agreement, if any, and the applicable definitive purchase, underwriting or similar agreement for the consideration provided for therein,

such Purchase Contracts will be legal, valid and binding obligations of the Company, enforceable in accordance with their terms.

6. With respect to any Warrants, when:

a. the warrant agreement relating to such Warrants (the “Warrant Agreement”), if any, has been duly executed and delivered by the Company and each other party thereto,

b. the terms of the Warrants have been established in accordance with the Warrant Agreement, if any, and the applicable definitive purchase, underwriting or similar agreement, and

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Page 7

c. the Warrants have been duly executed (in the case of certificated Warrants) and delivered in accordance with the Warrant Agreement, if any, and the applicable definitive purchase, underwriting or similar agreement for the consideration provided for therein,

such Warrants will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

7. With respect to any Units, when:

a. the unit agreement relating to the Units (the “Unit Agreement”), if any, has been duly executed and delivered by the Company and each other party thereto,

b. the terms of the Units have been duly established in accordance with the Unit Agreement, if any, and the applicable definitive purchase, underwriting or similar agreement, and

c. the Units have been duly executed (in the case of certificated Units) and delivered in accordance with the Unit Agreement, if any, and the applicable definitive purchase, underwriting or similar agreement for the consideration provided for therein,

the Units will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

The opinions expressed above are subject to the following exceptions, qualifications, limitations and assumptions:

A. We render no opinion herein as to matters involving the laws of any jurisdiction other than the State of New York and to the extent relevant for our opinions herein, the laws of the States of California, Colorado and Texas and the Delaware General Corporation Law and the Delaware Limited Liability Company Act. This opinion is limited to the effect of the current state of the laws of the States of New York, California, Colorado and Texas and the Delaware General Corporation Law and the Delaware Limited Liability Company Act and 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.

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Page 8

B. The opinions above (other than those in paragraph 2 and 4) are each subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of creditors generally, including without limitation the effect of statutory or other laws regarding fraudulent transfers or preferential transfers, (ii) general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies regardless of whether enforceability is considered in a proceeding in equity or at law and (iii) the provisions of: (1) Article Eight of the Certificate of Incorporation of CH Investments of Texas, Inc.; (2) Article Eight of the Certificate of Incorporation of CHTEX of Texas, Inc.; (3) Paragraph Eight of the Certificate of Incorporation of D.R. Horton, Inc. – Chicago (excluding the first three sentences thereof); and (4) Article Ten of the Certificate of Incorporation of Western Pacific Housing, Inc.

C. We express no opinion regarding the effectiveness of (i) any waiver of stay, extension or usury laws or of unknown future rights, (ii) any waiver (whether or not stated as such) under the Indenture or any other Document of, or any consent thereunder relating to, unknown future rights or the rights of any party thereto existing, or duties owing to it, as a matter of law; (iii) any waiver (whether or not stated as such) contained in the Indenture or any other Document of rights of any party, or duties owing to it, that is broadly or vaguely stated or does not describe the right or duty purportedly waived with reasonable specificity; (iv) provisions relating to indemnification, exculpation or contribution, to the extent such provisions may be held unenforceable as contrary to public policy or federal or state securities laws, (v) any purported fraudulent transfer “savings” clause or (vi) any provision to the effect that every right or remedy is cumulative and may be exercised in addition to any other right or remedy or that the election of some particular remedy does not preclude recourse to one or more others.

D. To the extent relevant to our opinions in paragraphs 3, 5, 6 and 7 and not covered by our opinions in paragraphs 1, 2, or 4, we have assumed that any securities, currencies or commodities underlying, comprising or issuable upon exchange, conversion or exercise of any Depositary Shares, Purchase Contracts, Warrants, or Units are validly issued, fully paid and non-assessable (in the case of an equity security) or a legal, valid and binding obligation of the issuer thereof, enforceable against such issuer in accordance with its terms.

You have informed us that you intend to issue Securities from time to time on a delayed or continuous basis, and we understand that prior to issuing any Securities pursuant to the Registration Statement (i) you will advise us in writing of the terms thereof, and (ii) you will afford us an opportunity to (x) review the operative documents pursuant to which such Securities are to be issued or sold (including the applicable offering documents), and (y) file such supplement or amendment to this opinion (if any) as we may reasonably consider necessary or appropriate.

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We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. 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 promulgated thereunder.

Very truly yours,

/s/ Gibson, Dunn & Crutcher LLP

July 28, 2021

Page 10

ANNEX A

Guarantors

Name	Form of Entity	Jurisdiction of Formation	Specified Guarantor
C. Richard Dobson Builders, Inc.	Corporation	Virginia	Yes
CH Investments of Texas, Inc.	Corporation	Delaware	No
CHTEX of Texas, Inc.	Corporation	Delaware	No
Continental Homes, Inc.	Corporation	Delaware	No
Continental Homes of Texas, L.P.	Limited Partnership	Texas	No
Continental Residential, Inc.	Corporation	California	No
D.R. Horton – CHAustin, LLC	Limited Liability Company	Delaware	No
D.R. Horton – Colorado, LLC	Limited Liability Company	Delaware	No
D.R. Horton – Corpus Christi, LLC	Limited Liability Company	Delaware	No
D.R. Horton – Crown, LLC	Limited Liability Company	Delaware	No
D.R. Horton – Emerald, Ltd.	Limited Partnership	Texas	No
D.R. Horton – Georgia, LLC	Limited Liability Company	Delaware	No
D.R. Horton – Highland, LLC	Limited Liability Company	Delaware	No
D.R. Horton – Indiana, LLC	Limited Liability Company	Delaware	No
D.R. Horton – Iowa, LLC	Limited Liability Company	Delaware	No
D.R. Horton – Nebraska, LLC	Limited Liability Company	Delaware	No
D.R. Horton – Permian, LLC	Limited Liability Company	Delaware	No
D.R. Horton – Regent, LLC	Limited Liability Company	Delaware	No
D.R. Horton – Terramor, LLC	Limited Liability Company	Delaware	No

July 28, 2021

Page 11

D.R. Horton – Texas, Ltd.	Limited Partnership	Texas	No
D.R. Horton – WPH, LLC	Limited Liability Company	Delaware	No
D.R. Horton – Wyoming, LLC	Limited Liability Company	Delaware	No
D.R. Horton, Inc. – Birmingham	Corporation	Alabama	Yes
D.R. Horton, Inc. – Chicago	Corporation	Delaware	No
D.R. Horton, Inc. – Dietz-Crane	Corporation	Delaware	No
D.R. Horton, Inc. – Greensboro	Corporation	Delaware	No
D.R. Horton, Inc. – Gulf Coast	Corporation	Delaware	No
D.R. Horton, Inc. – Huntsville	Corporation	Delaware	No
D.R. Horton, Inc. – Jacksonville	Corporation	Delaware	No
D.R. Horton, Inc. – Louisville	Corporation	Delaware	No
D.R Horton, Inc. – Midwest	Corporation	California	No
D.R. Horton, Inc. – Minnesota	Corporation	Delaware	No
D.R. Horton, Inc. – New Jersey	Corporation	Delaware	No
D.R. Horton, Inc. – Portland	Corporation	Delaware	No
D.R. Horton, Inc. – Torrey	Corporation	Delaware	No
D.R. Horton BAY, Inc.	Corporation	Delaware	No
D.R. Horton CA2, Inc.	Corporation	California	No
D.R. Horton CA3, Inc.	Corporation	Delaware	No
D.R. Horton – CA4, LLC	Limited Liability Company	Delaware	No
D.R. Horton Cruces Construction, Inc.	Corporation	Delaware	No

July 28, 2021

Page 12

D.R. Horton Hawaii LLC	Limited Liability Company	Delaware	No
D.R. Horton LA North, Inc.	Corporation	Delaware	No
D.R. Horton Los Angeles Holding Company, Inc.	Corporation	California	No
D.R. Horton Management Company, Ltd.	Limited Partnership	Texas	No
D.R. Horton Materials, Inc.	Corporation	Delaware	No
D.R. Horton Serenity Construction, LLC	Limited Liability Company	Delaware	No
D.R. Horton VEN Inc.	Corporation	California	No
DRH – HWY 114, LLC	Limited Liability Company	Delaware	No
DRH Cambridge Homes, LLC	Limited Liability Company	Delaware	No
DRH Construction, Inc.	Corporation	Delaware	No
DRH Phoenix East Construction, Inc.	Corporation	Arizona	Yes
DRH Regrem VII, LP	Limited Partnership	Texas	No
DRH Regrem XII, LP	Limited Partnership	Texas	No
DRH Regrem XIV, Inc.	Corporation	Delaware	No
DRH Regrem XV, Inc.	Corporation	Delaware	No
DRH Regrem XVI, Inc.	Corporation	Delaware	No
DRH Regrem XVII, Inc.	Corporation	Delaware	No
DRH Regrem XVIII, Inc.	Corporation	Delaware	No
DRH Regrem XIX, Inc.	Corporation	Delaware	No
DRH Regrem XX, Inc.	Corporation	Delaware	No
DRH Regrem XXI, Inc.	Corporation	Delaware	No
DRH Regrem XXII, Inc.	Corporation	Delaware	No

July 28, 2021

Page 13

DRH Regrem XXIII, Inc.	Corporation	Delaware	No
DRH Regrem XXIV, Inc.	Corporation	Delaware	No
DRH Regrem XXV, Inc.	Corporation	Delaware	No
DRH Regrem XLV, LLC	Limited Liability Company	Delaware	No
DRH Regrem XLVI, LLC	Limited Liability Company	Delaware	No
DRH Regrem XLVII, LLC	Limited Liability Company	Delaware	No
DRH Regrem XLVIII, LLC	Limited Liability Company	Delaware	No
DRH Regrem XLIX, LLC	Limited Liability Company	Delaware	No
DRH Regrem L, LLC	Limited Liability Company	Delaware	No
DRH Regrem LI, LLC	Limited Liability Company	Delaware	No
DRH Regrem LII, LLC	Limited Liability Company	Delaware	No
DRH Regrem LIII, LLC	Limited Liability Company	Delaware	No
DRH Regrem LIV, LLC	Limited Liability Company	Delaware	No
DRH Regrem LV, LLC	Limited Liability Company	Delaware	No
DRH Regrem LVI, LLC	Limited Liability Company	Delaware	No
DRH Regrem LVII, LLC	Limited Liability Company	Delaware	No
DRH Regrem LVIII, LLC	Limited Liability Company	Delaware	No
DRH Regrem LIX, LLC	Limited Liability Company	Delaware	No
DRH Regrem LX, LLC	Limited Liability Company	Delaware	No
DRH Regrem LXI, LLC	Limited Liability Company	Delaware	No
DRH Regrem LXII, LLC	Limited Liability Company	Delaware	No

July 28, 2021

Page 14

DRH Regrem LXIII, LLC	Limited Liability Company	Delaware	No
DRH Regrem LXIV, LLC	Limited Liability Company	Delaware	No
DRH Regrem LXV, LLC	Limited Liability Company	Delaware	No
DRH Southwest Construction, Inc.	Corporation	California	No
DRH Tucson Construction, Inc.	Corporation	Delaware	No
HPH Homebuilders 2000 L.P.	Limited Partnership	California	No
KDB Homes, Inc.	Corporation	Delaware	No
Lexington Homes – DRH, LLC	Limited Liability Company	Delaware	No
Meadows I, Ltd.	Corporation	Delaware	No
Meadows II, Ltd.	Corporation	Delaware	No
Meadows VIII, Ltd.	Corporation	Delaware	No
Meadows IX, Inc.	Corporation	New Jersey	Yes
Meadows X, Inc.	Corporation	New Jersey	Yes
Melody Homes, Inc.	Corporation	Delaware	No
Pacific Ridge – DRH, LLC	Limited Liability Company	Delaware	No
Schuler Homes of Arizona LLC	Limited Liability Company	Delaware	No
Schuler Homes of California, Inc.	Corporation	California	No
Schuler Homes of Oregon, Inc.	Corporation	Oregon	Yes
Schuler Homes of Washington, Inc.	Corporation	Washington	Yes
SGS Communities at Grande Quay, L.L.C.	Limited Liability Company	New Jersey	Yes
SHA Construction LLC	Limited Liability Company	Delaware	No
SHLR of California, Inc.	Corporation	California	No
SHLR of Nevada, Inc.	Corporation	Nevada	Yes
SHLR of Washington, Inc.	Corporation	Washington	Yes

July 28, 2021

Page 15

SRHI LLC	Limited Liability Company	Delaware	No
SSHI LLC	Limited Liability Company	Delaware	No
Vertical Construction Corporation	Corporation	Delaware	No
Walker Drive, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing-Antigua, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing-Broadway, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing-Canyon Park, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing-Carrillo, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing-Communications Hill, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing-Copper Canyon, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing-Creekside, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing-Lomas Verdes, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing-McGonigle Canyon, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing - Mountaingate, L.P.	Limited Partnership	California	No
Western Pacific Housing-Norco Estates, LLC	Limited Liability Company	Delaware	No

July 28, 2021

Page 16

Western Pacific Housing-Pacific Park II, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing-Park Avenue East, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing-Park Avenue West, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing-Playa Vista, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing-River Ridge, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing-Terra Bay Duets, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing-Torrey Meadows, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing-Torrey Village Center, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing-Windemere, LLC	Limited Liability Company	Delaware	No
Western Pacific Housing, Inc.	Corporation	Delaware	No
Western Pacific Housing Management, Inc.	Corporation	California	No
WPH-Camino Ruiz, LLC	Limited Liability Company	Delaware	No

EX-5.2

Exhibit 5.2

[LETTERHEAD OF D.R. HORTON, INC.]

July 28, 2021

D.R. Horton, Inc.

1341 Horton Circle

Arlington, Texas 76011

Re: D.R. Horton, Inc.

Registration Statement on Form S-3

Ladies and Gentlemen:

I am Vice President – Corporate Securities Counsel and Corporate Secretary of D.R. Horton, Inc., a Delaware corporation (the “Company”). The Company and certain direct and indirect wholly-owned subsidiaries of the Company (collectively, the “Guarantors”) have filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), a Registration Statement on Form S-3 (the “Registration Statement”), relating to the registration under the Securities Act and the proposed issuance and sale from time to time pursuant to Rule 415 under the Securities Act, together or separately and in one or more series (if applicable) of the following securities: (i) the Company’s unsecured debt securities, which may either be senior debt securities (“Senior Debt Securities”), senior subordinated debt securities (“Senior Subordinated Debt Securities”) or subordinated debt securities (the “Subordinated Debt Securities” and, collectively with the Senior Debt Securities and the Senior Subordinated Debt Securities, the “Debt Securities”), (ii) guarantees of the Debt Securities by the Guarantors (the “Debt Securities Guarantees”), (iii) shares of the Company’s Preferred Stock, par value $.10 per share (the “Preferred Stock”), (iv) shares of the Company’s Common Stock, par value $.01 per share (the “Common Stock”), (v) depositary shares of the Company, each representing a fraction of a share of a particular series of Preferred Stock (the “Depositary Shares”), (vi) warrants to purchase Common Stock, Preferred Stock, Depositary Shares, Debt Securities or units of two or more of these types of securities, (vii) stock purchase contracts, including contracts obligating holders to purchase from the Company, and obligating the Company to sell to the holders, shares of Common Stock, Preferred Stock or Depositary Shares (the “Stock Purchase Contracts”), and (viii) units of the Company comprised of any combination of Common Stock, Preferred Stock, Warrants, Depositary Shares, Purchase Contracts, Debt Securities or Debt Securities Guarantees.

The Senior Debt Securities are to be issued under an indenture entered into among the Company, the guarantors from time to time party thereto, and Truist Bank (formerly known as Branch Banking & Trust Company) (the “Trust Company”), as indenture trustee (the “Senior Base Indenture”). The Senior Subordinated Debt Securities are to be issued under an indenture to be entered into among the Company, the guarantors from time to time party thereto and the Trust Company,

July 28, 2021

Page 2

as indenture trustee (the “Senior Subordinated Base Indenture”). The Subordinated Debt Securities are to be issued under an indenture to be entered into among the Company, the guarantors from time to time party thereto, and the Trust Company, as indenture trustee (the “Subordinated Base Indenture,” and together with the Senior Base Indenture and the Senior Subordinated Base Indenture, the “Base Indentures”). The terms and conditions of the Debt Securities and Debt Securities Guarantees will be established by a supplemental indenture that is executed and delivered by the Company, the Guarantors and the Trust Company (together with the relevant Base Indenture, the “Indenture”) and a notation endorsed on the notes governing the applicable series of Debt Securities by the Guarantors (collectively with the Indenture and the certificates evidencing such notes, the “Note Documents”).

In arriving at the opinions expressed below, I have examined originals, or copies certified or otherwise identified to my satisfaction as being true and complete copies of the originals, of forms of the Senior Base Indenture, Senior Subordinated Base Indenture and Subordinated Base Indenture, forms of the Debt Securities and Debt Securities Guarantees and such other documents, corporate records, certificates of officers of public officials and other instruments as I have deemed necessary or advisable to enable me to render these opinions. In my examination, I 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 me as originals and the conformity to original documents of all documents submitted to me as copies. As to any facts material to these opinions, I have relied to the extent I have deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company and the Guarantors listed on Exhibit A hereto (the “Specified Guarantors”) and others.

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, I am of the opinion that:

1. Each of the Specified Guarantors is a validly existing corporation or limited liability company under the laws of its jurisdiction of formation, with all requisite corporate or limited liability company power to execute, deliver and perform its obligations under the Note Documents to which it is or may be a party.

2. The authorization, execution, delivery and performance of the Note Documents do not and will not violate (a) the charter or bylaws or other constitutive documents of any of the Specified Guarantors, (b) any order, judgment or decree of any court or other agency of government that is binding on any of the Specified Guarantors or (c) any law or regulation currently in effect in the Specified Guarantors’ respective jurisdiction or organization applicable to any of the Specified Guarantors.

The opinions expressed above are subject to the following additional exceptions, qualifications, limitations and assumptions:

July 28, 2021

Page 3

A. I render no opinion herein as to matters involving the laws of any jurisdiction other than the States of Alabama, Arizona, Nevada, New Jersey, Oregon, Virginia and Washington. This opinion is limited to the effect of the current state of the laws of the States of Alabama, Arizona, Nevada, New Jersey, Oregon, Virginia and Washington and the facts as they currently exist. I 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.

I consent to the filing of this opinion as an exhibit to the Registration Statement, and further consent to the use of my name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Thomas B. Montaño

D.R. Horton, Inc.

Thomas B. Montaño

Vice President – Corporate Securities Counsel and Corporate Secretary

EXHIBIT A

Specified Guarantors

Name	Form of Entity	Jurisdiction of Formation
D.R. Horton, Inc. - Birmingham	Corporation	Alabama
DRH Phoenix East Construction, Inc.	Corporation	Arizona
SHLR of Nevada, Inc.	Corporation	Nevada
Meadows IX, Inc.	Corporation	New Jersey
Meadows X, Inc.	Corporation	New Jersey
SGS Communities at Grande Quay, L.L.C.	Limited Liability Company	New Jersey
Schuler Homes of Oregon, Inc.	Corporation	Oregon
C. Richard Dobson Builders, Inc.	Corporation	Virginia
Schuler Homes of Washington, Inc.	Corporation	Washington
SHLR of Washington, Inc.	Corporation	Washington

EX-22.1

Exhibit 22.1

List of Guarantor Subsidiaries

Except as indicated below, the following subsidiaries of D.R. Horton, Inc. (the “Company”) were, as of July 28, 2021, guarantors of the Company’s 4.375% senior notes due 2022, 4.75% senior notes due 2023, 5.75% senior notes due 2023, 2.5% senior notes due 2024, 2.6% senior notes due 2025 and 1.4% senior notes due 2027.

Exact Name of Guarantor Subsidiary	Jurisdiction of Formation
C. Richard Dobson Builders, Inc.	Virginia
CH Investments of Texas, Inc. (f/k/a CH Investments of Texas II, Inc.)	Delaware
CHTEX of Texas, Inc.	Delaware
Continental Homes, Inc.	Delaware
Continental Homes of Texas, L.P.	Texas
Continental Residential, Inc. (f/k/a L&W Investments, Inc.)	California
D.R. Horton - CHAustin, LLC (f/k/a DRH Regrem XXXII, LLC)	Delaware
D.R. Horton - Colorado, LLC (f/k/a DRH Regrem XXXV, LLC)	Delaware
D.R. Horton – Corpus Christi, LLC (f/k/a DRH Regrem XLII, LLC)	Delaware
D.R. Horton - Crown, LLC (f/k/a DRH Regrem XXVII, LLC)	Delaware
D.R. Horton - Emerald, Ltd. (f/k/a DRH Regrem VI, LP)	Texas
D.R. Horton - Georgia, LLC (f/k/a DRH Regrem XXX, LLC)	Delaware
D.R. Horton - Highland, LLC (f/k/a DRH Regrem XXXIX, LLC)	Delaware
D.R. Horton - Indiana, LLC (f/k/a DRH Regrem XXXVI, LLC)	Delaware
D.R. Horton - Iowa, LLC (f/k/a DRH Regrem XXXVIII, LLC)	Delaware
D.R. Horton - Nebraska, LLC (f/k/a DRH Regrem XLIV, LLC)	Delaware
D.R. Horton - Permian, LLC (f/k/a DRH Regrem XXXIII, LLC)	Delaware

Exact Name of Guarantor Subsidiary	Jurisdiction of Formation
D.R. Horton - Regent, LLC (f/k/a DRH Regrem XXVI, LLC)	Delaware
D.R. Horton - Terramor, LLC (f/k/a DRH Regrem XL, LLC)	Delaware
D.R. Horton - Texas, Ltd.	Texas
D.R. Horton - WPH, LLC (f/k/a (i) D.R. Horton - Atlanta, LLC and (ii) DRH Regrem XXIX, LLC)	Delaware
D.R. Horton - Wyoming, LLC (f/k/a DRH Regrem XLIII, LLC)	Delaware
D.R. Horton, Inc. - Birmingham	Alabama
D.R. Horton, Inc. -Chicago	Delaware
D.R. Horton, Inc. - Dietz-Crane (f/k/a DRH Regrem I, Inc.)	Delaware
D.R. Horton, Inc. - Greensboro	Delaware
D.R. Horton, Inc. - Gulf Coast (f/k/a DRH Regrem V, Inc.)	Delaware
D.R. Horton, Inc. - Huntsville (f/k/a DRH Regrem XIII, Inc.)	Delaware
D.R. Horton, Inc. - Jacksonville (f/k/a D.R. Horton, Inc. - San Diego)	Delaware
D.R. Horton, Inc. - Louisville (f/k/a D.R. Horton, Inc. - Albuquerque)	Delaware
D.R. Horton, Inc. - Midwest (f/k/a (i) DRH Cambridge Homes, Inc. and (ii) D.R. Horton Sacramento Management Company, Inc.)	California
D.R. Horton, Inc. - Minnesota	Delaware
D.R. Horton, Inc. - New Jersey	Delaware
D.R. Horton, Inc. - Portland	Delaware
D.R. Horton, Inc. - Torrey	Delaware
D.R. Horton BAY, Inc. (f/k/a (i) D.R. Horton OCI, Inc., (ii) D.R. Horton Orange County, Inc. and (iii) DRH Regrem IX, Inc.)	Delaware
D.R. Horton CA2, Inc. (f/k/a D.R. Horton, Inc. - Sacramento)	California
D.R. Horton CA3, Inc. (f/k/a (i) DRH Regrem IV, Inc. and (ii) D.R. Horton, Inc. - Fresno)	Delaware

2

Exact Name of Guarantor Subsidiary	Jurisdiction of Formation
D.R. Horton CA4, LLC (f/k/a DRH Regrem XXXI, LLC)	Delaware
D.R. Horton Cruces Construction, Inc. (f/k/a DRH Regrem XI, Inc.)	Delaware
D.R. Horton Hawaii LLC (f/k/a D.R. Horton - Schuler Homes, LLC)	Delaware
D.R. Horton LA North, Inc. (f/k/a DRH Regrem X, Inc.)	Delaware
D.R. Horton Los Angeles Holding Company, Inc.	California
D. R. Horton Management Company, Ltd. (f/k/a Meadows Management Company, Ltd.)	Texas
D.R. Horton Materials, Inc. (f/k/a DRH Regrem III, Inc.)	Delaware
D.R. Horton Serenity Construction, LLC (f/k/a DRH Regrem VIII, LLC)	Delaware
D.R. Horton VEN, Inc. (f/k/a (i) D.R. Horton LAV, Inc. and (ii) D.R. Horton San Diego Holding Company, Inc.)	California
DRH Cambridge Homes, LLC	Delaware
DRH Construction, Inc.	Delaware
DRH - HWY 114, LLC (f/k/a DRH Regrem XLI, LLC)	Delaware
DRH Phoenix East Construction, Inc. (f/k/a CHI Construction Company)	Arizona
DRH Regrem VII, LP	Texas
DRH Regrem XII, LP	Texas
DRH Regrem XIV, Inc.	Delaware
DRH Regrem XV, Inc.	Delaware
DRH Regrem XVI, Inc.	Delaware
DRH Regrem XVII, Inc.	Delaware
DRH Regrem XVIII, Inc.	Delaware
DRH Regrem XIX, Inc.	Delaware
DRH Regrem XX, Inc.	Delaware

3

Exact Name of Guarantor Subsidiary	Jurisdiction of Formation
DRH Regrem XXI, Inc.	Delaware
DRH Regrem XXII, Inc.	Delaware
DRH Regrem XXIII, Inc.	Delaware
DRH Regrem XXIV, Inc.	Delaware
DRH Regrem XXV, Inc. (f/k/a (i) D.R. Horton VEN, Inc., (ii) D.R. Horton, Inc. - Los Angeles and (iii) D.R. Horton, Inc. -Chicago)	Delaware
DRH Regrem XLV, LLC	Delaware
DRH Regrem XLVI, LLC	Delaware
DRH Regrem XLVII, LLC	Delaware
DRH Regrem XLVIII, LLC	Delaware
DRH Regrem XLIX, LLC	Delaware
DRH Regrem L, LLC	Delaware
DRH Regrem LI, LLC	Delaware
DRH Regrem LII, LLC	Delaware
DRH Regrem LIII, LLC	Delaware
DRH Regrem LIV, LLC	Delaware
DRH Regrem LV, LLC	Delaware
DRH Regrem LVI, LLC*	Delaware
DRH Regrem LVII, LLC*	Delaware
DRH Regrem LVIII, LLC*	Delaware
DRH Regrem LIX, LLC*	Delaware
DRH Regrem LX, LLC*	Delaware
DRH Regrem LXI, LLC*	Delaware

* Entity is expected to guarantee debt securities of the Company issued pursuant to the Registration Statement on Form S-3ASR to which this exhibit is appended.

4

Exact Name of Guarantor Subsidiary	Jurisdiction of Formation
DRH Regrem LXII, LLC*	Delaware
DRH Regrem LXIII, LLC*	Delaware
DRH Regrem LXIV, LLC*	Delaware
DRH Regrem LXV, LLC*	Delaware
DRH Southwest Construction, Inc. (f/k/a DRH Land Company, Inc.)	California
DRH Tucson Construction, Inc. (f/k/a DRH - California, Inc.)	Delaware
HPH Homebuilders 2000 L.P.	California
KDB Homes, Inc.	Delaware
Lexington Homes - DRH, LLC (f/k/a DRH Regrem XXXIV, LLC)	Delaware
Meadows I, Ltd.	Delaware
Meadows II, Ltd.	Delaware
Meadows VIII, Ltd.	Delaware
Meadows IX, Inc.	New Jersey
Meadows X, Inc.	New Jersey
Melody Homes, Inc.	Delaware
Pacific Ridge - DRH, LLC (f/k/a (i) D.R. Horton - Seattle North, LLC and (ii) DRH Regrem XXVIII, LLC)	Delaware
Schuler Homes of Arizona LLC	Delaware
Schuler Homes of California, Inc.	California
Schuler Homes of Oregon, Inc.	Oregon
Schuler Homes of Washington, Inc.	Washington
SGS Communities at Grande Quay L.L.C.	New Jersey

* Entity is expected to guarantee debt securities of the Company issued pursuant to the Registration Statement on Form S-3ASR to which this exhibit is appended.

5

Exact Name of Guarantor Subsidiary	Jurisdiction of Formation
SHA Construction LLC	Delaware
SHLR of California, Inc.	California
SHLR of Nevada, Inc.	Nevada
SHLR of Washington, Inc.	Washington
SRHI LLC	Delaware
SSHI LLC	Delaware
Vertical Construction Corporation (f/k/a Lokelani Construction Corporation)	Delaware
Walker Drive, LLC (f/k/a DRH Regrem XXXVII, LLC)	Delaware
Western Pacific Housing-Antigua, LLC (f/k/a Western Pacific Housing - Eastlake, LLC)	Delaware
Western Pacific Housing-Broadway, LLC	Delaware
Western Pacific Housing-Canyon Park, LLC	Delaware
Western Pacific Housing-Carrillo, LLC	Delaware
Western Pacific Housing-Communications Hill, LLC	Delaware
Western Pacific Housing-Copper Canyon, LLC (f/k/a Agoura II, LLC)	Delaware
Western Pacific Housing-Creekside, LLC	Delaware
Western Pacific Housing-Lomas Verdes, LLC	Delaware
Western Pacific Housing-McGonigle Canyon, LLC (f/k/a Western Pacific Housing-Carlsbad II, LLC)	Delaware
Western Pacific Housing - Mountaingate, L.P.	California
Western Pacific Housing-Norco Estates, LLC	Delaware
Western Pacific Housing-Pacific Park II, LLC	Delaware
Western Pacific Housing-Park Avenue East, LLC	Delaware
Western Pacific Housing-Park Avenue West, LLC	Delaware

6

Exact Name of Guarantor Subsidiary	Jurisdiction of Formation
Western Pacific Housing-Playa Vista, LLC	Delaware
Western Pacific Housing-River Ridge, LLC	Delaware
Western Pacific Housing-Terra Bay Duets, LLC	Delaware
Western Pacific Housing-Torrey Meadows, LLC	Delaware
Western Pacific Housing-Torrey Village Center, LLC	Delaware
Western Pacific Housing-Windemere, LLC (f/k/a Western Pacific Housing-Glacier, LLC)	Delaware
Western Pacific Housing, Inc. (f/k/a Schuler Homes Holdco, Inc.)	Delaware
Western Pacific Housing Management, Inc. (f/k/a Western Pacific Housing, Inc. (CA))	California
WPH-Camino Ruiz, LLC	Delaware

7

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the reference to our firm under the caption “Experts” in this Registration Statement (Form S-3) and related Prospectus of D.R. Horton, Inc. and its co-registrants for the registration of debt securities, guarantees of debt securities, preferred stock, depositary shares, common stock, warrants, stock purchase contracts, stock purchase units, and units comprising one or more classes of such securities and to the incorporation by reference therein of our reports dated November 19, 2020, with respect to the consolidated financial statements of D.R. Horton, Inc., and the effectiveness of internal control over financial reporting of D.R. Horton Inc., included in its Annual Report (Form 10-K) for the year ended September 30, 2020, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Fort Worth, Texas

July 28, 2021

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of D.R. Horton, Inc. of our report dated November 16, 2018 relating to the financial statements, which appears in D.R. Horton, Inc.’s Annual Report on Form 10-K for the year ended September 30, 2020. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Dallas, Texas

July 28, 2021

EX-25.1

Exhibit 25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

Truist Bank

(Exact name of trustee as specified in its charter)

North Carolina	56-0149200
(Jurisdiction of incorporation if not a U.S. national bank)	(I.R.S. Employer Identification Number)
223 West Nash Street Wilson, NC 27893	27893
(Address of principal executive offices)	(Zip Code)

Gregory Yanok

Vice President

223 West Nash Street

Wilson, NC 27893

(252) 246-4679

(Name, address and telephone number of agent for service)

Delaware	D.R. Horton, Inc.	75-2386963
(State or other jurisdiction of incorporation or organization)	(Exact name of obligor as specified in its charter)	(IRS Employer Identification Number)
1341 Horton Circle Arlington, TX		76011
(Address of principal executive offices)		(Zip Code)

SENIOR DEBT SECURITIES

AND RELATED GUARANTEES

(Title of the indenture securities)

TABLE OF ADDITIONAL CO-OBLIGORS

The following direct and indirect subsidiaries of D.R. Horton, Inc. may guarantee the D.R. Horton Inc. senior debt securities. The address, including zip code, and telephone number, including area code, for each of the co-obligors is c/o D.R. Horton, Inc., 1341 Horton Circle Arlington, Texas 76011, (817) 390-8200.

Name of Co-Registrant	Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.
C. Richard Dobson Builders, Inc.	Virginia		54-1082672
CH Investments of Texas, Inc.	Delaware		86-0831611
CHTEX of Texas, Inc.	Delaware		74-2791268
Continental Homes, Inc.	Delaware		86-0515339
Continental Homes of Texas, L.P.	Texas		74-2791904
Continental Residential, Inc.	California		86-0596757
D.R. Horton — CHAustin, LLC	Delaware		47-4632353
D.R. Horton — Colorado, LLC	Delaware		47-4670290
D.R. Horton — Corpus Christi, LLC	Delaware		83-1226448
D.R. Horton — Crown, LLC	Delaware		46-1022394
D.R. Horton — Emerald, Ltd.	Texas		75-2926873
D.R. Horton — Georgia, LLC	Delaware		46-1040657
D.R. Horton — Highland, LLC	Delaware		47-4659972
D.R. Horton — Indiana, LLC	Delaware		47-4681214
D.R. Horton — Iowa, LLC	Delaware		47-4670415
D.R. Horton — Nebraska, LLC	Delaware		83-1257652
D.R. Horton — Permian, LLC	Delaware		47-4645825
D.R. Horton — Regent, LLC	Delaware		46-1018273
D.R. Horton — Terramor, LLC	Delaware		47-4654463
D.R. Horton — Texas, Ltd.	Texas		75-2491320
D.R. Horton — WPH, LLC	Delaware		46-1038842
D.R. Horton — Wyoming, LLC	Delaware		83-1246812
D.R. Horton, Inc. — Birmingham	Alabama		62-1666398
D.R. Horton, Inc. — Chicago	Delaware		75-2795240
D.R. Horton, Inc. — Dietz-Crane	Delaware		75-2926868
D.R. Horton, Inc. — Greensboro	Delaware		75-2599897
D.R. Horton, Inc. — Gulf Coast	Delaware		75-2926872
D.R. Horton, Inc. — Huntsville	Delaware		20-4973832
D.R. Horton, Inc. — Jacksonville	Delaware		75-2460269
D.R. Horton, Inc. — Louisville	Delaware		75-2636512
D.R. Horton, Inc. — Midwest	California		75-2589359
D.R. Horton, Inc. — Minnesota	Delaware		75-2527442
D.R. Horton, Inc. — New Jersey	Delaware		75-2665362
D.R. Horton, Inc. — Portland	Delaware		75-2763765
D.R. Horton, Inc. — Torrey	Delaware		75-2689997
D.R. Horton BAY, Inc.	Delaware		65-1218940
D.R. Horton CA2, Inc.	California		75-2569592
D.R. Horton CA3, Inc.	Delaware		75-2926871
D.R. Horton CA4, LLC	Delaware		47-4619674
D.R. Horton Cruces Construction, Inc.	Delaware		65-1218942
D.R. Horton Hawaii LLC	Delaware		02-0548194
D.R. Horton LA North, Inc.	Delaware		65-1218941
D.R. Horton Los Angeles Holding Company, Inc.	California		75-2589298
D.R. Horton Management Company, Ltd.	Texas		75-2436079
D.R. Horton Materials, Inc.	Delaware		75-2926870

Name of Co-Registrant	Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.
D.R. Horton Serenity Construction, LLC	Delaware		75-2926876
D.R. Horton VEN, Inc.	California		75-2589293
DRH — HWY 114, LLC	Delaware		83-1219778
DRH Cambridge Homes, LLC	Delaware		75-2797879
DRH Construction, Inc.	Delaware		75-2633738
DRH Phoenix East Construction, Inc.	Arizona		86-0533370
DRH Regrem VII, LP	Texas		75-2926874
DRH Regrem XII, LP	Texas		65-1218943
DRH Regrem XIV, Inc.	Delaware		20-4974035
DRH Regrem XV, Inc.	Delaware		20-4974123
DRH Regrem XVI, Inc.	Delaware		20-4974218
DRH Regrem XVII, Inc.	Delaware		20-4974283
DRH Regrem XVIII, Inc.	Delaware		20-4974344
DRH Regrem XIX, Inc.	Delaware		20-4974420
DRH Regrem XX, Inc.	Delaware		20-4974895
DRH Regrem XXI, Inc.	Delaware		20-4975007
DRH Regrem XXII, Inc.	Delaware		20-4975092
DRH Regrem XXIII, Inc.	Delaware		20-4975165
DRH Regrem XXIV, Inc.	Delaware		20-4975234
DRH Regrem XXV, Inc.	Delaware		75-2440439
DRH Regrem XLV, LLC	Delaware		83-1275508
DRH Regrem XLVI, LLC	Delaware		83-1286376
DRH Regrem XLVII, LLC	Delaware		83-1310784
DRH Regrem XLVIII, LLC	Delaware		83-1321463
DRH Regrem XLIX, LLC	Delaware		83-1336183
DRH Regrem L, LLC	Delaware		83-1352262
DRH Regrem LI, LLC	Delaware		83-1368494
DRH Regrem LII, LLC	Delaware		83-1383774
DRH Regrem LIII, LLC	Delaware		83-1401560
DRH Regrem LIV, LLC	Delaware		83-1421468
DRH Regrem LV, LLC	Delaware		83-1433653
DRH Regrem LVI, LLC	Delaware		87-1699563
DRH Regrem LVII, LLC	Delaware		87-1700384
DRH Regrem LVIII, LLC	Delaware		87-1710999
DRH Regrem LIX, LLC	Delaware		87-1711418
DRH Regrem LX, LLC	Delaware		87-1731583
DRH Regrem LXI, LLC	Delaware		87-1732212
DRH Regrem LXII, LLC	Delaware		87-1757426
DRH Regrem LXIII, LLC	Delaware		87-1758028
DRH Regrem LXIV, LLC	Delaware		87-1779564
DRH Regrem LXV, LLC	Delaware		87-1779977
DRH Southwest Construction, Inc.	California		75-2589289
DRH Tucson Construction, Inc.	Delaware		75-2709796
HPH Homebuilders 2000 L.P.	California		68-0368156
KDB Homes, Inc.	Delaware		86-0565376
Lexington Homes — DRH, LLC	Delaware		47-4659801
Meadows I, Ltd.	Delaware		75-2436082
Meadows II, Ltd.	Delaware		51-0342206
Meadows VIII, Ltd.	Delaware		75-2824511
Meadows IX, Inc.	New Jersey		75-2684821
Meadows X, Inc.	New Jersey		75-2684823

Name of Co-Registrant	Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.
Melody Homes, Inc.	Delaware		88-0309544
Pacific Ridge — DRH, LLC	Delaware		46-1030683
Schuler Homes of Arizona LLC	Delaware		99-0350555
Schuler Homes of California, Inc.	California		99-0328127
Schuler Homes of Oregon, Inc.	Oregon		99-0330791
Schuler Homes of Washington, Inc.	Washington		99-0329483
SGS Communities at Grande Quay L.L.C.	New Jersey		22-3481784
SHA Construction LLC	Delaware		86-1002579
SHLR of California, Inc.	California		99-0350554
SHLR of Nevada, Inc.	Nevada		99-0343628
SHLR of Washington, Inc.	Washington		99-0334375
SRHI LLC	Delaware		99-0343629
SSHI LLC	Delaware		91-1842222
Vertical Construction Corporation	Delaware		22-3216488
Walker Drive, LLC	Delaware		47-4681366
Western Pacific Housing — Antigua, LLC	Delaware		95-4750872
Western Pacific Housing — Broadway, LLC	Delaware		95-4850687
Western Pacific Housing — Canyon Park, LLC	Delaware		95-4716219
Western Pacific Housing — Carrillo, LLC	Delaware		95-4815705
Western Pacific Housing — Communications Hill, LLC	Delaware		95-4637162
Western Pacific Housing — Copper Canyon, LLC	Delaware		95-4817406
Western Pacific Housing — Creekside, LLC	Delaware		95-4769848
Western Pacific Housing — Lomas Verdes, LLC	Delaware		95-4783214
Western Pacific Housing — McGonigle Canyon, LLC	Delaware		95-4735759
Western Pacific Housing — Mountaingate, L.P.	California		95-4539564
Western Pacific Housing — Norco Estates, LLC	Delaware		95-4686652
Western Pacific Housing — Pacific Park II, LLC	Delaware		95-4636584
Western Pacific Housing — Park Avenue East, LLC	Delaware		52-2350169
Western Pacific Housing — Park Avenue West, LLC	Delaware		95-4888647
Western Pacific Housing — Playa Vista, LLC	Delaware		95-4879655
Western Pacific Housing — River Ridge, LLC	Delaware		95-4870837
Western Pacific Housing — Terra Bay Duets, LLC	Delaware		95-4878114
Western Pacific Housing — Torrey Meadows, LLC	Delaware		95-4878113
Western Pacific Housing — Torrey Village Center, LLC	Delaware		95-4837541
Western Pacific Housing — Windemere, LLC	Delaware		95-4879656
Western Pacific Housing, Inc.	Delaware		95-4887164
Western Pacific Housing Management, Inc.	California		95-4692688
WPH-Camino Ruiz, LLC	Delaware		95-4802985

Item 1. General information.

Furnish the following information as to the trustee-

(a) Name and address of each examining or supervising authority to which it is subject.

State of North Carolina – Commissioner of Banks

State of North Carolina

Raleigh, North Carolina

Federal Reserve Bank of Richmond

Post Office Box 27622

Richmond, VA 23261

Federal Deposit Insurance Corporation

Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

Based upon an examination of the books and records of the trustee and upon information furnished by the obligors, the obligors are not affiliates of the trustee.

Items 3-15. No responses are included for Items 3 through 15. Responses to those Items are not required because, as provided in General Instruction B the obligors are not in default on any securities issued under indentures under which Truist Bank is a trustee and Truist Bank is not a foreign trustee.

Item 16. List of Exhibits.

List below all exhibits filed as a part of this statement of eligibility; exhibits identified in parentheses are filed with the Commission and are incorporated herein by reference as exhibits hereto pursuant to Rule 7a-29 under the Trust Indenture Act of 1939, as amended, and Rule 24 of the Commission’s Rules of Practice.

1. A copy of the Articles of Incorporation for Truist Bank, as now in effect, is attached as Exhibit 1 to this Form T-1.

2. The authority of Truist Bank to commence business was granted under the Articles of Incorporation for Truist Bank, is incorporated herein by reference to Exhibit 1 of this Form T-1.

3. The authorization to exercise corporate trust powers was granted by the State of North Carolina Commissioner of Banks in the Authority to Act as Fiduciary without Bond Certificate, and is attached as Exhibit 3 to this Form T-1.

4. A copy of the existing By-Laws of Truist Bank, as now in effect, is attached as Exhibit 4 to this Form T-1.

5. Not applicable.

6. The consent of Trustee as required by Section 321(b) of the Trust Indenture Act of 1939, is attached as Exhibit 6.

7. The Current Report of the Condition of Trustee, published pursuant to law or the requirements of its supervising or examining authority, is attached as Exhibit 7.

8. Not applicable.

9. Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, Truist Bank, a banking corporation organized and existing under the laws of the State of North Carolina, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Houston and the State of Texas, on the 28th day of July, 2021.

TRUIST BANK
By:	/s/ Gregory Yanok
Name: Gregory Yanok
Title: Vice President

EXHIBIT 1 TO FORM T-1

Articles of Incorporation

NORTH CAROLINA Department of the Secretary of State To all whom these presents shall come, Greetings: I, Elaine F. Marshall, Secretary of State of the State of North Carolina, do hereby certify the following and hereto attached to be a true copy of ARTICLES OF ‘RESTATEMENT OF TRUIST BANK the original of which was filed in this Office on the 4th day of September, 1996. IN WITNESS WHEREOF , 1 have hereunto set my hand and affixed my official seal at the City of Raleigh, this 5th day of May, 2020. Scan to verify online. Secretary of State Certification# 107367927-1 Reference# 16216786- Page: I of 11 Verify this certificate online at http://www.sosnc.gov/verification

OFFICE OF THE COMMISSIONER OF BANKS CERTIFICATE OF AUTHORITY FOR RESTATED ARTICLES OF INCORPORATION I, Hal D. Linger felt, Commissioner of Banks for the State of North Carolina hereby certify that the foregoing RESTATED ARTICLES OF INCORPORATION OF BRANCH BANKING AND TRUST COMPANY, having its principle Office in the City of Winston-S Forsyth County, North Carolina, have been approved by me this date, August 29, 1996, for e purposes of integrating into one document its original Articles of Incorporation and all amendments thereto. Authority to record the Restated Articles of in corporation is hereby granted. Witness my signature and official seal this the 29th day of August, 1996.

ARTICLES OF RESTATEMENT OF BRANCH BANKING AND TRUST COMPANY The undersigned corporation hereby submits these Articles of Restatement for the purpose of integrating into one document its original Articles of incorporation and all amendments thereto l. The name of the corporation is Branch Banking and Trust Company. 2. Attached hereto as Exhibit A are the Restated Articles of Incorporation of Branch ~uo.ng and Trust Company (“Restated Articles “), which contain amendments to the Articles of Incorporation requiring shareholder approval. 3. The Restated Articles of Incorporation of the corporation were adopted by its shareholders on the 2.1J:lflay of June, 1996, in the manner by North Carolina General States, Chapter 55. 4. The Restated Articles are to be effective upon filing. This the 28th day of June, 1996. B Name: Robert E. Greene Title: President

EXHIBIT A 96 2 q 8 9 0 I 2 RESTATED ARTICLES OF INCORPORATION OF BRANCHBANRINGANDTRUSTCO~ANY ARTICLE I The name of the corporation is BRANCH BANKING AND TRUST COMPANY. ARTICLEU Duration The period of duration of the corporation shall be perpetual. ARTICLE ill The purposes for which this corporation is formed are to act as agent to the extent by the laws of the State of North Carolina; to conduct a commercial banking business, a banking business and a trust and fiduciary business and to exercise all such powers as are · to carry on and conduct a general banking and trust business and such other related enterprises as may be incident to or connected therewith and, specifically, to exercise all of the powers conferred upon banking and private corporations by the laws of the State of North Carolina.

ARTICLE IV Capital Stock The corporation shall be authorized to issue five million shares of voting common stock, all a par value of $5.00 per share. ARTICLEV Registered Office 1he address of the registered Office of the corporation is 200 West Second Street, Winston-Salem, Forsyth County, North Carolina 27101 and the name of its registered agent at such address is Jerone C. Hening. ARTICLE VI Incorporators The names and addresses of the incorporators are: Address F.L. Carr 402 South Kincaid Avenue Wilson, NC 27893 John Graves 209 Wilshire Boulevard Wilson, NC 27893 Thome Gregory 1200 Brookside Drive Wilson, NC 27893 G.S. Tucker, Jr. 1415 West Nash Street Wilson, NC 27893 R.P. Watson 1301 Watson Drive Wilson, NC 27893

ARTICLE Vll Bylaws The Board of Directors of the corporation shall have the right and authority to make and adopt such bylaws for the management of the corporation as they shall deem necessary and proper, and shall have the further right and authority to amend, alter, and rescind said bylaws, from time to time as they deem to be in the best interests of the corporation. ARTICLEV Ill Preemptive Rights No holder of stock of the corporation shall be entitled as of right or have any preemptive right to subscribe for or purchase any additional or increased stock of the corporation of any class, whether now or hereafter authorized, or obligations convertible into any class of stock, or stock of any class convertible into stock of any other class, or obligations, stock or other securities carrying warrants or rights to subscribe for stock of the corporation of any class, whether now or hereafter authorized, but any and all shares of stock, bonds, debentures or other securities or obligations, whether or not convertible into stock or carrying warrants entitling the holders thereof to subscribe to stock, may be issued, sold or disposed of from time to time by authority of the Board of Directors of the corporation to such persons, firms or corporations and for such consideration insofar as permitted by law, as the Board of Directors shall from time to time determine.

ARTICLE IX Account. Pursuant to the requirements of the Office of Thrift Supervisions regulations (12 C.F.R. 563b)~ the Corporation shall assume an~ for the period required by such regulations~ maintain the following liquidation accounts initially established and maintained by: First Federal of the Carolinas, F.A., assumed and maintained by BB&T Federal Savings Bank of High Point, and thereafter assumed and maintained by Branch Banking and Trust Company of High Point for the benefit of Branch Banking and Trust Company of High Point’s (as successor to First Federal of the Carolinas, F.A. and BB&T Federal Savings Bank of High Point) savings account holders as of September 30, 1977, as and June 30, 1980 (eligible savers); Home Savings and Loan Association, Inc. and thereafter assumed and maintained by Branch Banking and Trust Company of Durham for the benefit of Branch Banking and Trust Company of Durham’s (as successor to Home Savings and Loan Association, Inc. and BB&T Federal Savings Bank of, Inc.) savings account holders as of September 30, 1985 (“eligible savers’’); Old Stone Bank of North Carolina, a Federal Savings Bank and thereafter assumed by Old Stone Interim Bank (as successor to Old Stone Bank of North Carolina, a Federal Savings Bank) for the benefit of its

savings account holders as of June 30, 1978, as of September 30, 1980 and as of July 31, 1982 (‘‘eligible saver”); Mutual Federal Savings and Loan Association (“Mutual Federal”) and Western Carolina Savings and Loan Association, Inc. (“Western Carolina’’), thereafter by SNB Savings S.S.B., Inc. (“SNB”) Savings (as successor to Mutual Federal and Western Carolina) and thereafter assumed by SNB Interim Bank (as successor to SNB Savings) for the benefit of Mutual Federals savings account holders as of September 29, 1986, and Western Carolinas savings account holders as of March 31, 1987, in each case who continue to maintain such accounts with the corporation (“eligible savers); Gate City Federal Bank, and thereafter assumed by Gate City Bank for the benefit of Gate City Banks (as successor to Gate City Bank) savings account holders as of November 30, 1989, and March 31, 1991 (eligible savers); Albemarle Bank for the benefit of Albemarle Banks (as successor to Albemarle Savings and Loan Association, Inc.) savings account holders as of November 30, 1989, and March 31, 1991 (eligible savers); Peoples Federal Savings Bank of Thomasville and thereafter assumed by Peoples Bank (as successor to Peoples Federal Savings Bank of lbomasville) for the benefit of Peoples Bank’s savings account holders as of April 30, 1991 (“eligible savers”);

First Federal Savings Bank of Pitt County, thereafter assumed and maintained by BB&T Federal Savings Bank of Pitt County, and thereafter assumed and maintained by BB&T Federal Savings Bank of Pitt County~ and thereafter assumed and maintained by BB&T Bank of Pitt County for the benefit of BB&T Bank of Pitt County’s (as successor to First Federal Savings Bank of Pitt County and BB&T Federal Savings Bank of Pitt County) savings account holders as of September 30, 1978 and as of June 30, 1980 (“eligible savers’’); Carolina Saving, Bank, Inc. and thereafter assumed by Carolina Bank (as successor to Carolina Savings, Inc.) for the benefit of Carolina Bank’s savings account holders as of December 31, 1991 (“eligible savers”); Security Federal Savings Bank and thereafter assumed by Security Bank (as successor to Security Federal Savings Bank) for the benefit of Security Bank’s savings account holders as of June 19, 1990 (“eligible savers”); Edenton Savings and Loan Association, Inc. and thereafter assumed by Edenton Bank (as successor to Edenton Savings and Loan Association, Inc.) for the benefit of Edenton Bank’s savings account holders as of March 31, 1992 (“eligible savers”); Mutual Savings Bank and thereafter assumed by Mutual Interim Bank (as successor to Mutual Savings Bank) for the benefit of its savings account holders as of October 29, 1993 (“eligible savers”);

Citizens Savings Bank and thereafter assumed by Citizens Interim Bank (as successor to Citizens Savings Bank) for the benefit of Citizens’ savings account holders as of April 15, 1982 (“eligible savers”); Citizens Savings Bank of Mooresville and thereafter assumed by Citizens Interim Bank of Mooresville (as successor to Citizens Savings Bank of Mooresville) for the benefit of Citizens Savings Bank’s savings account holders as of December 23, 1993 (“eligible savers”); and Mutual Savings Bank of County and thereafter assumed by Mutual Interim Bank (as successor to Mutual Savings Bank of Rockingham County) for the benefit of Mutual Savings Bank’s savings account holders as of October 29, 1993 (“eligible savers’’); In the event of a complete liquidation of the Corporation, it shall comply with the above-cited Of face of Thrift Supervision regulations with respect to the amount and the priorities on liquidation of each of the eligible savers’ inchoate interest in the appropriate liquidation account, to the extent such accO\m.t is still in existence; provided. that an eligible saver’s inchoate interest in a liquidation account shall not entitle such eligible saver to any voting rights at meetings of the stockholders of the Corporation.

ARTICLES Xll Limitation of Director’s Liability To the fullest extent permitted by the North Carolina Business Corporation Act as it exists or may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation, its shareholders or otherwise for monetary damages for breach of his duty as a director. Any repeal or modification of this Article shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification. The limitation of liability provided for in this paragraph shall not apply to acts or omissions which would be contrary to the provisions of Chapter 53 of the North Carolina General Statutes (or any successor statute). This the 28th day of June, 1996. COMPANY Name: Robert E. Greene Title: Pres ident

NORTH CAROLINA Department of the Secretary of State To all whom these presents shall come, Greetings: I, Elaine F. Marshall, Secretary of State of the State of North Carolina, do hereby certify the following and hereto attached to be a true copy of ARTICLES OF AMENDMENT OF TRUISTBANK the original of which was filed in this of face on the 22nd day of December, 2008. IN WITNESS WHEREOF , 1 have hereunto set my hand and affixed my of facial seal at the City of Raleigh, this 5th day of May, 2020. Scan to verify online. Secretary of State Certification# 107367928-1 Reference# 16216786- Page: I of 12 Verify this certificate online at http://www.sosnc.gov/verification

SOSID: 0023695 Date Filed: 12/22/2008 4:30:00 PM Elaine F. Marshall North Carolina Secretary of State C200835700860 State of North Carolina Department of the Secretary of State ARTICLES OF AMENDMENT BUSINESS CORPORATION Pursuant to §55-10-06 of the General Statutes of North Carolina, the undersigned corporation hereby submits the following of Amendment for purpose of amending of Incorporation. I. The name of the corporation is: Branch Banking and Trust Company 2. Tile text of each amendment adopted is as follows (Stole below or): See Annex A attached hereto. 3. If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment, if not contained in the amendment ilself, are as follows: Not applicable. 4. The date of adoption . of each was December 18 ------------------ 2008 ns follows;... · -----· 5. (Check either 11, b, c, or d, whichever is applicable) a. __The amendment(s) was (wert) duly adopted by the incorporators prior to the issuance of shares. b.__ The : (s) was (were) duly adopted by the board of directors to the issuance of shares. c. __The amendment(s) was (were) duly adopted by the board of directors without shareholder action as shareholder action wins not required (set forth a brief explanation of why shareholder action was not required.) d. X The amendment(s) was (were) approved by shareholder, and such shareholder 11pproval was obtained as required by Chapter 55 of the North Carolina General Statutes. CORPORATIONS DIVISION P. 0 . BOX 29622 RALEIGH, NC 27626-0622 (Revised January 2002) (Form 0·02)

ARTICLES OF AMENDMENT Pagc2 6. These will be effective upon filing, unless a delayed lime and dale is Not applicable. This, 20_o_&_ Branch Banking and Trust Company Name of Corpor11tion Christopher L. Henson, Chief Financial Officer Type or Print Name and Title NOTES: I. riling fee is SSO. This must be with the Secretory of State. CORPORATIONS DIVISION P. 0. BOX 29622 RALEIGH, NC 27626-0622 (Revised January 2002) (Form B-02) NC:(JCIS • OOIN1C.VIl

ANNEXA BRANCH BANKING AND TRUST COMPANY AMENDMENT NO. 1 TO THE RESTATED ARTICLES OF INCORPORATION This Amendment No. 1 (this “Amendment”) amends the Restated Articles of Incorporation (the “Original Articles “) of Branch Banking and Trust Company (the “corporation”) here of ore in effect. I. The Original Articles are hereby amended as follows: A. Article IV of the Original Articles is hereby deleted in its entirety and replaced with the following: ARTICLE IV Capital Stock The authorized number of shares of stock of the corporation is five million, two thousand, nine hundred shares of stock, of which five million are classified as shares of voting common stock, all of one class, having a par value of $5.00 per share (the “Common Stock”) and two thousand, nine hundred are classified as shares of Series A Noncumulative Perpetual Preferred Stock, $0.0 I par value per share (the “Series A Preferred Stock”).” B. The following new Section 4.0 I is hereby added: “Section 4.0 1. Series A Preferred Stock. in addition to such matters specified elsewhere in this Article IV, the Series A Preferred Stock shall have the following powers, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions: (a) · Designation and Amount. The shares of Preferred Stock shall be designated as the Series A Noncumulative Perpetual Preferred Stock, and the number of shares constituting the Series A Preferred Stock shall be two thousand, nine hundred (2,900). The liquidation preference of the Series A Preferred Stock shall be $1,000,000 per share (the “Series A Liquidation Value”). (b) Rank. The Series A Preferred Stock shall, with respect to dividend rights and upon liquidation, dissolution and winding up of the corporation, rank (i) senior to all classes and series of Common Stock of the corporation and to all classes and series of capital stock of the corporation now or hereafter authorized, issued or outstanding, which by their terms expressly provide that they are junior to the Series A Preferred Stock as to dividend distributions and distributions upon

the liquidation, dissolution or winding up of the corporation, or which do not specify their rank (collectively with the Common Stock, the “Series A Junior Securities”); (ii) on a parity with each other class of capital stock or series of preferred stock issued by the corporation after the date hereof , the terms of which specifically provide that such class or series will rank on a parity with the Series A Preferred Stock as to dividend distributions and distributions upon the liquidation, dissolution or winding up of the corporation (the “Series A Parity Securities”); and (iii) junior to each other class of capital stock or series of preferred stock issued by the corporation after the date hereof , the terms of which specifically provide that such class or series will rank senior to the Series A Preferred Stock as to dividend distributions and distributions upon the liquidation, dissolution or winding up of the corporation (collectively, the “Series A Senior Securities”). (c) Dividends. Dividends are payable on the Series A Preferred Stock as follows: (i) The holders of shares of the Series A Preferred Stock in preference to the Series A Junior Securities shall be entitled to receive, out of funds legally available for that purpose, when, as, and if declared by the Board of Directors of the corporation, dividends payable in cash at the annual rate of five percent (5%) of the Series A Liquidation Value (the “Series A Dividend Rate”). (ii) Dividends on the Series A Preferred Stock shall be noncumulative. Dividends not paid on any Series A Dividend Payment Date shall not accumulate thereafter. Dividends shall accumulate from the first day of any Series A Dividend Period to but excluding the immediately succeeding Series A Dividend Payment Date. Dividends, if and when declared, shall be payable in arrears in cash on each Series A Dividend Payment Date of each year with respect to the Series A Dividend Period ending on the day immediately prior to such Series A Dividend Payment Date at the Series A Dividend Rate to holders of record at the close of business on the applicable Record Date, commencing on March 15, 2009 with respect to any shares of Series A Preferred Stock issued prior to that Series A Dividend Payment Date; provided that dividends payable on the Series A Preferred Stock on the Series A Dividend Payment Date immediately following the first Series A Dividend Period following the Issue Date (and any dividend payable for a period less than a full quarter period) shall be prorated for the period and computed on the basis of a 360-day year of twelve 30-day months and the actual number of days in such Series A Dividend Period; and provided, further, that dividends payable on the initial Series A Dividend Payment Date following the Issue Date shall include any accumulated and unpaid dividends on the Fixed Rate Exchangeable Non-cumulative Perpetual Series C Preferred Stock of Realty Corporation exchanged for the Series A Preferred Stock as of the Exchange Date for the then current

dividend period. Dividends on such Series A Preferred Stock shall be paid only in cash. (iii) No dividends on shares of Series A Preferred Stock shall be declared by the Board of Directors or paid or set apart for payment by the Board of Directors or paid or set apart for payment by the corporation if such declaration or payment shall be restricted or prohibited by law. (iv) Holders of shares of Series A Preferred Stock shall not be entitled to any dividends in excess of full dividends declared, as herein provided, on the shares of Series A Preferred Stock. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment on the shares of Series A Preferred Stock that may be in arrears. (v) (A) So long as any shares of Series A Preferred Stock are outstanding, no dividends (other than dividends or distributions paid in shares of , or options, warrants or rights to subscribe for or purchase shares of , Series A Junior Securities and other than as provided in clause (B) below) shall be declared, paid or set aside for payment or other distribution upon any Series A Junior Securities or any other Series A Parity Securities, nor shall any shares of any Series A Junior Securities or any other Series A Parity Securities be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or set aside or made available for a sinking fund for the redemption of any shares of any such stock) by the corporation (except by conversion into or exchange for shares of , or options, warrants or rights to subscribe for or purchase, Series A Junior Securities) unless, in each case, the full dividends on all outstanding shares of the Series A Preferred Stock shall have been declared and paid, when due, for the Series A Dividend Period, if any, terminating on or immediately prior to the date of payment in respect of such dividend, distribution, redemption, purchase or acquisition. (B) When dividends for any Dividend Period are not paid in full, as provided in clause (A) above, on the shares of the Series A Preferred Stock or any other Series A Parity Securities, dividends may be declared and paid on any such shares for any dividend period therefor, but only if such dividends are declared and paid pro rata so that the amount of dividends declared and paid per share on the shares of the Series A Preferred Sock and any other Series A Parity Securities, in all cases shall bear to each other the same ratio that the amount of unpaid dividends per share on the shares of the Series A Preferred Stock for such Series A Dividend Period and such other Series A Parity Securities for the corresponding dividend period bear to each other. (d) Liquidation Preference.

(i) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the corporation, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the corporation available for distribution to its shareholders an amount in cash equal to the Series A Liquidation Value for each share outstanding, plus an amount in cash equal to the unpaid dividends thereon for the then current Series A Dividend Period, whether or not earned or declared, before any payment shall be made or any assets distributed to the holders of Series A Junior Securities. If the assets of the corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Series A Preferred Stock and any Series A Parity Securities, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amount to which the holders of outstanding shares of Series A Preferred Stock and the holders of outstanding shares of such Series A Parity Securities are entitled were paid in full. (ii) For the purpose of this Section 4.0 I (d), neither the voluntary sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the corporation, nor the consolidation or merger of the corporation, shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the corporation, unless such voluntary sale, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the corporation. (e) Redemption. The Series A Preferred Stock shall be redeemable at any time, in whole or in part, at the option of the corporation, but with the consent of the FDIC and any other appropriate regulatory authorities, if required, for cash out of any source of funds legally avai !able, at a redemption price to 100% of the Series A Liquidation Value per share plus unpaid dividends thereon accumulated since the immediately preceding Series A Dividend Payment Date (the “Series A Redemption Price”). Any date of such redemption is referred to as the “Series A Redemption Date.” If fewer than all the outstanding shares of Series A Preferred Stock are to be redeemed, the corporation will select those to the redeemed by lot or pro rata or by any other method as may be determined by the Board of Directors to be equitable. The Series A Preferred Stock is not subject to any sinking fund. (f) Procedure for Redemption. (i) Upon redemption of the Series A Preferred Stock pursuant to Section 4.0l(e) hereof , notice of such redemption (a “Series A Notice of Redemption”) shall be mailed by first-class mail, postage prepaid, not less than ten {1 0) days nor more than twenty (20) days prior to the Series A

Redemption Date to the holders of record of the shares to be redeemed at their respective addresses as they shall appear in the records o f the corporation; provided, however, that failure to give such notice or any defect therein or in the mailing thereof shall not affect the validity of the proceeding for the redemption of any shares so to be redeemed except as to the holder to whom the corporation has failed to give such notice or except as to the holder to whom notice was defective. Each such notice shall state: (A) the Series A Redemption Date; (B) the Series A Redemption Price; (C) the aggregate Series A Liquidation Value to be redeemed; (D) that on the Series A Redemption date, the applicable Series A Redemption Price will become due and payable upon each share of Series A Preferred Stock to be redeemed and that dividends will cease to accrue on and after such Series A Redemption Date; (E) the place or places where certificates for such shares are to be surrendered for payment of the Series A Redemption Price; and (F) the CUSIP number of the shares being redeemed, if any. (ii) If a Series A Notice of Redemption shall have been given as aforesaid and the corporation shall have deposited on or before the Redemption Date a sum sufficient to redeem the shares of Series A Preferred Stock as to which a Series A Notice of Redemption has been given in trust with the Transfer Agent with irrevocable instructions and authority to pay the Series A Redemption Price to the holders thereof , or if no such deposit is made, then upon the Series A Redemption Date (unless the corporation shall default in making payment of the Series A Redemption Price), all rights of the holders thereof as shareholders of the corporation by reason of the ownership of such shares (except their right to receive the Series A Redemption Price thereof without interest) shall cease and terminate, and such shares shall no longer be deemed outstanding for any purpose. The corporation shall be entitled to receive, from time to time, from the Transfer Agent the interest, if any, earned on such moneys deposited with it, and the holders of any shares so redeemed shall have no claim to any such interest. In case the holder of any shares of Series A Preferred Stock so called for redemption shall not claim the Series A Redemption Price for its shares within twelve ( 12) months after the related Series A Redemption Date, the Transfer Agent shall, upon demand, pay over to the corporation such amount remaining on deposit, and the transfer Agent shall thereupon be relieved of all responsibility to the holder of such shares, and such holder shall look only to the corporation for payment thereof . (iii) Not later than 1:30 p.m., Eastern Standard Time, on the Business Day immediately preceding the Series A Redemption Date, the corporation shall irrevocably deposit with the Transfer Agent sufficient funds for the payment of the Series A Redemption Price for the shares to be redeemed on the Series A Redemption Date and shall give the Transfer Agent irrevocable instructions to apply such funds, and, if applicable and

so specified in the instructions, the income and proceeds therefrom, to the payment of such Series A Redemption Price. The corporation may direct the Transfer Agent to invest any such available funds, provided that the proceeds of any such investment will be available to the Transfer Agent in Winston-Salem, North Carolina at the opening of business of such Series A Redemption Date. (iv) Except as otherwise expressly set forth in this Section 4.01(f), nothing contained in these Amended and Restated Articles of Incorporation shall limit any legal right of the corporation to purchase or otherwise acquire any shares of Series A Preferred Stock at any price, whether higher or lower than the Series A Redemption Price, in private negotiated transactions, the over-the-counter market or otherwise with the prior approval of the FDIC or the Commissioner (if required). (v) If the corporation shall not have funds legally available for the redemption of all of the shares of Series A Preferred Stock on any Series A Redemption Date, the corporation shall redeem on the Series A Redemption Date only the number of shares of Series A Preferred Stock as it shall have legally available funds to redeem, as in an equitable manner, and the remainder of the shares of Series A Preferred Stock shall be redeemed, at the option of the corporation, on the earliest practicable date next following the day on which the corporation shall first have funds legally available for the redemption of such shares. (g) Reacquired Shares. Shares of the Series A Preferred Stock that have been redeemed, purchased or otherwise acquired by the corporation are not subject to reissuance or resale as shares of Series A Preferred Stock and shall be held in treasury. Such shares shall revert to the status of authorized but unissued shares of preferred stock, undesignated as to series, until the Board of Directors of the corporation shall designate them again for issuance as part of a series. (h) Voting Rights. Except as otherwise required by applicable law, the holders of Series A Preferred Stock shall not have any voting rights.” C. The following new Section 4.02 is hereby added: “Section 4.02. Definitions. For the purpose of Section 4.0 I hereof , the following terms shall have the meanings indicated: “Business Day” means a day on which the banking institutions in Winston-Salem, North Carolina are open for business and are not authorized or required by law or executive order to close. “corporation” means Branch Banking and Trust Company, a state bank chartered under the laws of the State of North Carolina.

“Dividend Payment Date” means a Series A Dividend Payment Date. “Exchange Date” means any date on which the Fixed Rate Exchangeable Non-cumulative Perpetual Series C Preferred Stock of Realty Corporation is exchanged for the Series A Preferred Stock. “FDIC” means the Federal Deposit Insurance Corporation, or any successor thereto. “Issue Date” means the first date on which shares of Series A Preferred Stock are issued. “Person” means any individual, firm, bank or other entity and shall include any successor (by merger or otherwise) of such entity. “Record Date” means the first day of the month in which the applicable Dividend Payment Date falls for dividends declared by the Board of Directors. “Series A Dividend Payment Date” means March 15, June 15, September 15, and December 15 of each year. “Series A Dividend Period’ is the period from a Series A Dividend Payment Date to, but excluding, the next succeeding Series A Dividend Payment date, except that the initial Series Dividend Period shall commence on the date of the original issuance of shares of Series A Preferred Stock. “Series A Dividend Rate” has the meaning set forth in Section 4.0 I (c)(i). “Series A Junior Securities” has the meaning set forth in Section 4.0 I (b) hereof . “Series A Liquidation Value” has the meaning set forth in Section 4.01 (a) hereof . “Series A Notice of Redemption” has the meaning set forth in Section 4.01 (t)(i) hereof . “Series A Parity Securities” has the meaning set forth in Section 4.01(b) hereof . “Series A Preferred has the meaning set forth in Section 4.01 (a) hereof . “Series A Redemption Date” has the meaning set forth in Section 4.01 (e) hereof . “Series A Redemption Price” has the meaning set forth in Section 4.0 I (e) hereof . “Series A Senior Securities” has the meaning set forth in Section 4.0 1(b) hereof . “Transfer Agent” means a bank or trust company as may be appointed from time to time by the Board of Directors of the corporation, or a committee thereof , to act as transfer agent, paying agent and registrar of the Series A Preferred Stock.”

D. The following new section 4.03 is hereby added: “Section 4.03. Common Stock. The Common Stock shall be subject to the terms of the Series A Preferred Stock and any Series A Parity Securities and Series A Senior Securities (collectively, the “Preferred Securities”) and the express terms of any series thereof . Each share of Common Stock shall be equal to every other share of Common Stock and the holders thereof shall be entitled to one vote for each share of Common Stock on all questions presented ·to the shareholders. Subject to any rights to receive dividends to which the holders of the outstanding Preferred Securities may be entitled, the holders of shares of Common Stock shall be entitled to receive Dividends, if and when declared, payable from time to time by order of the Board of Directors from funds legally available therefor.”

OFFICE OF THE COMMIS SIONER OF BANKS CERTIFICAT E OF AUTHORITY FOR ARTICLES OF AMENDMENT Branch Banking and Trust Company, a North Carolina state-chartered bank headquartered in Winston-Salem, Forsyth County, North Carolina, has submitted to me as Commissioner of Banks for the State of North Carolina Articles of Amendment, for the purposes of allowing Branch Banking and Trust Company to issue Series A Preferred Stock. I hereby certify that Branch Banking and Trust Company is a North Carolina chartered bank in good standing with the Office of the Commissioner of Banks which is permitted by law to effect the said amendment for the purpose herein stated. Authority to file the Articles of Amendment is, therefore, granted effective on the date and at the time specified therein. This the 22nd day of December, 2008.

NORTH CAROLINA Department of the Secretary of State To all whom these presents shall come, Greetings: I, Elaine F. Marshall, Secretary of State of the State of North Carolina, do hereby certify the following and hereto attached to be a true copy of ARTICLES OF AMENDMENT OF TRUISTBANK the original of which was filed in this office on the 6th day of December, 2019. IN WITNESS WHEREOF , 1 have hereunto set my hand and affixed my official seal at the City of Raleigh, this 5th day of May, 2020. Scan to verify online. Secretary of State Certification# 107367929-1 Reference# 16216786- Page: I of 5 Verify this certificate online at http://www.sosnc.gov/verification

SOSID: 0023695 Date Filed: 12/6/2019 9:03:00 AM Effective: 1217/2019 Elaine F. Marshall State of North Carolina North Carolina Secretary’ of State C2019 340 OOU39 Department of the Secretary of State ARTICLES OF AMENDMENT BUSINESS CORPORATION Pursuant to §55-10-06 of the General Statutes of North Carolina, the undersigned corporation hereby submits the following Articles of Amendment for the purpose of amending its Articles of Incorporation. I. The name of the corporation is: Branch Banking and Trust Company 2. The text of each amendment adopted is as follows (State below or attach): Please see attached. 3. If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment, if not contained in the amendment itself, are as follows: 4. The date of adoption of each amendment was as follows·;_D_e_c_e_m_b_e_r_3 : , _2_0_1_9______________ _ 5. (Check either a, b, c, or d, whichever is applicable) The amendment(s) was (were) duly adopted by the incorporators prior to the issuance of shares. amendment(s) was (were) duly adopted by the board of directors prior to the issuance of shares. The amendment(s) was (were) duly adopted by the board of directors without shareholder action as shareholder action was not required because (set forth a brief explanation of why shareholder action was not required) The amendment(s) was (were) approved by shareholder action, and such shareholder approval was obtained as required by Chapter 55 of the North Carolina General Statutes. · BUSINESS REGISTRATION DIVISION P. 0. BOX 29622 RALEIGH, NC 27626-0622 (Revised July 2017) {Form B-02)

ARTICLES OF AMENDMENT Page2 6. These Articles will be effective upon filing, unless a delayed time and date is specified: 12:06 AM EST on December 7, 2019. This the day or December____ __J 20 19 Branch Banking and Trust Company ‘ Name of Corporation 0 Signature Type or Print Name and Title NOTES: 1. Filing fee is $50. This document must be filed with the Secretary of State. BUSINESS Registration DIVISION P. 0. BOX 29622 RALEIGH, NC 27626-0622 (Revised July 201 7) (FormB-02)

ARTICLES OF AMENDMENT OF BRANCH BANKING AND TRUST COMPANY The undersigned corporation hereby submits these Articles of Amendment in accordance with Section 55-I 0-03 and 55-l 0-06 of the North Carolina Business Corporation Act for the purpose of amending its Articles of Incorporation: I. The name of the corporation is: Branch Banking and Trust Company. 2. The following text will replace the current text of ARTICLE 1 in its entirety: The name of the Corporation is Truest Bank. 3. The amendment does not provide for an exchange, reclassification or cancellation of issued shares. 4. The amendment was approved by the sole shareholder of the corporation on December 3, 2019, in accordance with Section 55-10-03 of the North Carolina Business Corporation Act. S. These Articles of Amendment will be effective at 12:06 a.m. on December 7;2019. This is the 6th day of December, 2019. BRANCH BANKING AND TRUST COMPANY

OFFICE OF THE COMMISSIONER OF BANKS CERTIFICATE OF Authority FOR ARTICLES OF AMENDMENT I, Stephanie Ryals, Chief Deputy Commissioner of Banks for the State of North Carolina, hereby certify that the foregoing ARTICLES OF AMENDMENT of Branch Banking and Trust Company, having its principal office in Charlotte,. Mecklenburg County, North Carolina, were approved by the Office of the Commissioner of Banks for filing at the Office of the Secretary of State. Authority to record the Articles of Amendment is hereby granted. This the 26th day of November, 2019. ~~0n~ Chief Deputy Commissioner of Banks

EXHIBIT 3 TO FORM T-1

Authorization to Exercise Corporate Fiduciary Powers

EXHIBIT 4 TO FORM T-1

Bylaws

BYLAWS OF TRUIST BANK

As Amended and Restated, Effective December 7,2019

ARTICLE I

Offices

1. Principal Office: The principal office of Truist Bank (the “bank”) shall be located at 214 N. Tryon Street, Charlotte, North Carolina, or at such other place as the Board of Directors may fix from time to time.

2. Registered Office: The bank shall maintain a registered office or registered offices at such place or places as may be required by applicable law.

3. Other Offices: The bank may have offices at such other places as the Board of Directors may from time to time determine, or as the affairs of the bank may require.

ARTICLE II

Meetings of Sole Shareholder

1. Place of Meetings: All meetings of the bank’s sole shareholder, Truist Financial Corporation, shall be held at the principal office of the bank, or at such other place, either within or without the State of North Carolina, as shall, in each case, be fixed by the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Secretary or the Board of Directors and designated in the notice of the meeting.

2. Annual Meetings: The annual meeting of the bank’s sole shareholder shall be held on such date and at such time as may be designated by the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Secretary or the Board of Directors for the purpose of the election of directors and for the transaction of such other business as may properly come before the meeting.

3. Substitute Annual Meeting: If the annual meeting shall not be held on the day designated by these bylaws, a substitute annual meeting may be called in accordance with the provisions of this Article relating to special meetings. A meeting so called shall be designated and treated for all purposes as the annual meeting.

4. Special Meetings: Except as otherwise provided by any applicable law, special meetings of the bank’s sole shareholder may be called at any time by the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Secretary or the Board of Directors of the bank.

5. Notice of Meetings: Waiver:

(a) Written, printed or electronically transmitted notice of a meeting stating the date, time and place of the meeting shall be delivered to the bank’s sole shareholder not fewer than 10 nor more than 60 days before the date thereof, by or at the direction of the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Secretary or the Board of Directors.

(b) In case of an annual or substitute annual meeting, the notice of meeting need not specifically state the business to be transacted at the meeting, unless a description of the matter is required by the provisions of applicable law. In the case of a special meeting, the notice of meeting shall specifically state the purpose or purposes for which the meeting is called.

(c) The bank’s sole shareholder may waive notice of any meeting before or after the date and time stated in the notice. The waiver must be in writing, signed by the shareholder and delivered to the bank for inclusion in the minutes or filing with the corporate records. Attendance at a meeting by the sole shareholder waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.

6. Proxies: Shares may be voted either in person or by one or more proxies authorized by a written appointment of proxy signed by the bank’s sole shareholder.

7. Action without Meeting: Any action that is required or permitted to be taken at a meeting of the sole shareholder may be taken without a meeting if a written consent, setting forth the action so taken, shall be signed by the sole shareholder, and delivered to the bank for inclusion in the minutes or filing with the corporate records.

8. Conduct of Meetings:

(a) Unless determined otherwise by the Board of Directors, the Chief Executive Officer of the bank shall act as chairman at all meetings of the sole shareholder and the Secretary or an Assistant Secretary of the bank shall act as secretary at all meetings of sole shareholder.

(b) The Board of Directors or, in its absence, the chairman of the meeting may, to the extent not prohibited by applicable law, establish such rules or regulations for the conduct of meetings of the sole shareholder as the Board or the chairman, as the case may be, shall deem necessary, appropriate or convenient.

ARTICLE III

Directors

1. General Powers: All corporate powers shall be exercised by or under the authority of, and the business, affairs and operations of the bank shall be managed by or under the direction of, the Board of Directors, except as otherwise provided by applicable law or in the articles of incorporation or bylaws.

2. Number, Term, and Qualification: The Board shall consist of not less than five nor more than thirty members and the number of members shall be fixed and determined from time to time by a resolution of the majority of the full board or by resolution of the sole shareholder. Each director shall be elected to serve a term of one year, with each director’s term to expire at the annual meeting next following the director’s election as a director. Each director

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shall hold office until his or her death, resignation, retirement, removal, disqualification, or his or her successor is elected and qualified. Unless otherwise permitted by applicable law, not less than three-fourths of the directors shall be citizens of the United States of America and satisfy the eligibility requirements for bank directors imposed by federal law and Chapter 53C of the North Carolina General Statutes or any successor thereto. In addition, a director must do either of the following: (i) appoint an agent in Wake County, North Carolina, for service of process; or (ii) consent, on a form satisfactory to the North Carolina Commissioner of Banks, to the following: that the North Carolina Commissioner of Banks may serve as the director’s agent for service of process and that the director consents to jurisdiction in Wake County, North Carolina, but only for purposes of any action or proceeding brought by the North Carolina Commissioner of Banks.

3. Election of Directors: Except as provided in Section 5 of this Article, directors shall be elected by the sole shareholder of the bank.

4. Removal: Any director may be removed from office by the bank’s sole shareholder with or without cause.

5. Vacancies: A vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by a majority of the remaining directors. The bank’s sole shareholder may elect a director at any time to fill a vacancy not filled by the directors. In addition, at any meeting of the sole shareholder, the shareholder may authorize not more than two additional directorships which may be left unfilled to be filled in the discretion of the Board during the interval between shareholders’ meetings. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

6. Compensation: The Board of Directors may compensate non-management directors for their services as such and may provide for the payment of expenses incurred by all directors, as appropriate, in connection with such services.

7. Director Retirement: A director, upon reaching age seventy-five, shall retire as a director effective as of the end of that calendar year without any further action by the sole shareholder or the Board of Directors.

8. Chairman of the Board; Vice Chairmen: There shall be a Chairman of the Board of Directors elected by the directors from their members. The Chairman may also be the Chief Executive Officer of the bank. The Chairman shall preside at all meetings of the Board of Directors and shall perform such other duties as may be incident to the office of Chairman or as may be directed by the Board. There may also be one or more Vice Chairmen of the Board of Directors elected by the directors from their members. Such Vice Chairman or Vice Chairmen shall perform such other duties as may be incident to the office of Vice Chairman or as may be directed by the Board.

9. Executive Committee: The Board of Directors shall appoint an Executive Committee composed of not less than three members of the Board. The Executive Committee shall have such powers and duties as may be stated in its charter, if any, or as may be prescribed from time to time by the Board, subject to any restrictions imposed by applicable law. Without limiting the foregoing, to the extent permitted by applicable law and authorized by the Board of Directors, the Executive Committee shall have and may exercise, during the intervals between the meetings of the Board, all the powers and authority of the Board of Directors in the management of the business affairs and operations of the bank.

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10. Audit Committee: The Board of Directors shall appoint an Audit Committee, composed solely of not less than three independent directors. Members of the Audit Committee shall be elected by a majority of the Board and in compliance with Section 363 of the Federal Deposit Insurance Corporation Rules and Regulations. The Audit Committee shall have such powers and duties as may be stated in its charter or as may be prescribed from time to time by the Board, subject to any restrictions imposed by applicable law.

11. Other Committees: The Board of Directors may appoint such other committees of the Board (including a Trust Committee, a Compensation Committee, a Risk Committee and a Loan Committee) as: (i) the Board shall deem appropriate for the safe and sound operation of the bank in a manner consistent with applicable law and regulations; (ii) as required by the North Carolina Commissioner of Banks; or (in) as may be required by applicable law. Members of such committees shall be elected by a majority of the Board. Each committee shall have a minimum of three members. Each such committee shall have such powers and duties as may be stated in such committee’s charter, if any, or as may be prescribed from time to time by the Board, subject to any restrictions imposed by applicable law.

12. Advisory Directors: The Board of Directors may also appoint local advisory directors as it deems useful to the business of the bank; provided, however that the local advisory directors shall in no way be deemed to be directors serving on the Board of Directors.

13. General Committee Matters: Each committee member serves at the pleasure of the Board of Directors. The provisions in these bylaws governing meetings, action without meetings, notice, waiver of notice, quorum and voting requirements of the Board apply to committees of the Board established under this Article.

14. CEO and Chairman Position and Succession: Board Composition: Headquarters.

(a) The Board of Directors has resolved that, effective as of the effective time (the ‘‘Effective Time”) of the Bank Merger (for all purposes of this Section 14, as defined in the Agreement and Plan of Merger, dated as of February 7, 2019, as amended June 14, 2019, by and between BB&T Corporation (the “corporation”) and SunTrust Banks, Inc. (‘‘SunTrust”), as the same may be amended from time to time (the “Merger Agreement”)), Mr. Kelly s. King shall continue to serve as Chairman of the Board of Directors and Chief Executive Officer of the bank and Mr. William H. Rogers, Jr. shall become the President and Chief Operating Officer of the bank. The Board of Directors has further resolved that (i) Mr. Rogers shall be the successor to Mr. King as the Chief Executive Officer of the bank, with such succession to become effective on September 12, 2021 or any such earlier date as of which Mr. King ceases for any reason to serve in the position of Chief Executive Officer of the bank (the date of such corporation succession, the “CEO Succession Date”); (ii) subject to Mr. King’s death, resignation or disqualification, from the CEO Succession Date through March 12, 2022, Mr. King shall serve as Executive Chairman of the bank; (iii) Mr. Rogers shall be the successor to Mr. King as the Chairman of the Board of Directors of the bank, with such succession to become effective on March 12, 2022, or any such earlier date as of which Mr. King ceases for any reason to serve in the position of Chairman of the Board of Directors of the bank (the date of such corporation succession, the “Chairman Succession Date”); and (iv) subject to Mr. King’s death, resignation

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or disqualification, from the Chairman Succession Date until September 12, 2022, Mr. King shall serve as a consultant to the bank. The corporation may enter into or amend appropriate agreements or arrangements with Mr. King and Mr. Rogers in connection with the subject matter of this Article III, Section 14(a) (any such agreement or arrangement, as may be amended, supplemented or modified from time to time, an “Employment Agreement”).

(b) (i) Prior to the date that is the third (3rd) anniversary of the Effective Time (such date, the “Expiration Date”), the removal of Mr. Rogers from, or the failure to appoint or re-elect Mr. Rogers to, any of the positions specifically provided for in this Article III, Section 14 and in any Employment Agreement with Mr. Rogers at the times specifically provided for in this Article III, Section 14 or in any Employment Agreement with Mr. Rogers, (ii) prior to the Expiration Date, the removal of Mr. King from, or the failure to appoint or re-elect Mr. King to, any of the positions specifically provided for in this Article III, Section 14 and in any Employment Agreement with Mr. King at the times specifically provided for in this Article III, Section 14 or in any Employment Agreement with Mr. King, (iii) prior to the Expiration Date, any determination not to nominate Mr. Rogers as a director of the bank or (iv) any determination not to nominate Mr. King as a director of the bank for each term of service of directors beginning at any time prior to December 31, 2023, shall each require the affirmative vote of at least 75% of the full Board of Directors.

(c) Effective as of the Effective Time, the Board of Directors shall be comprised of eleven (11) Continuing SunTrust Directors, including the Chief Executive Officer of SunTrust as of immediately prior to the Effective Time, and eleven (11) Continuing BB&T Directors, including the Chief Executive Officer of the corporation as of immediately prior to the Effective time. From and after the Effective Time through the Expiration Date: (i) the number of directors that comprises the full Board of Directors shall each be twenty-two (22); and (ii) no vacancy on the Board of Directors created by the cessation of service of a director shall be filled by the Board of Directors and the Board of Directors shall not nominate any individual to fill such vacancy, unless (x) such individual would be an independent director of the bank, (y) in the case of a vacancy created by the cessation of service of a Continuing SunTrust Director, not less than a majority of the Continuing SunTrust Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy, in which case the Continuing BB&T Directors shall vote to approve the appointment or nomination (as applicable) of such individual, and (z) in the case of a vacancy created by the cessation of service of a Continuing BB&T Director, not less than a majority of the Continuing BB&T Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy, in which case the Continuing SunTrust Directors shall vote to approve the appointment or nomination (as applicable) of such individual; provided, that any such appointment or nomination pursuant to clause (y) or (z) shall be made in accordance with applicable law and the rules of the New York Stock Exchange (or other national securities exchange on which the corporation’s securities are listed). For purposes of this Article III, Section 14, the terms “Continuing SunTrust Directors” and “Continuing BB&T Directors” shall mean, respectively, the directors of the corporation and SunTrust who were selected to be directors of the corporation and Truist Bank by SunTrust or the corporation, as the case may be, as of the Effective Time, pursuant to Section 6.12(a) of the Merger Agreement, and any directors of the bank who were subsequently appointed or nominated and elected to fill a vacancy created by the cessation of service of a Continuing SunTrust Director or a Continuing BB&T Director, as applicable, pursuant to this Article III, Section 14(c).

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(d) (i) The headquarters of the bank shall be located in Charlotte, North Carolina; (ii) the hub for the bank’s wholesale business shall be located in Atlanta, Georgia; (iii) the hub for the bank’s consumer and community banking business shall be located in Winston-Salem, North Carolina; and (iv) the hub for the bank’s technology and innovation operations shall be located in Charlotte, North Carolina.

(e) In the event of any inconsistency between any provision of this Article III, Section 14 and any other provision of these bylaws or the bank’s other constituent documents, the provisions of this Article III, Section 14 shall control. The provisions of Article III, Section 14(d)(i) and this second sentence of this Section 14(e) may be modified, amended or repealed, and any bylaw provision inconsistent with such provisions may be adopted, only by the affirmative vote of at least 75% of the full Board of Directors and solely in connection with the corporation’s entry into or consummation of a business combination transaction with another corporation (i) in which the corporation merges with and into such other corporation, (ii) which is a merger of equals or (iii) as a result of which the shareholders of the corporation prior to the effective time of the business combination hold less than 60% of the outstanding common stock of the surviving entity in such business combination. The first and third sentences of this Section 14(e) may be modified, amended or repealed, and any bylaw provision inconsistent with such provisions may be adopted, only by the affirmative vote of at least 75% of the full Board of Directors. Until December 31, 2023, the provisions of Article III, Section 14(b)(iv) and this fourth sentence of this Section 14(e) may be modified, amended or repealed, and any bylaw provision inconsistent with such provisions may be adopted, only by the affirmative vote of at least 75% of the full Board of Directors. Until the Expiration Date, the provisions of this Article III, Section 14 (other than Section 14(b)(iv), Section 14(d)(i) and the first four sentences of this Section 14(e), which are subject to the standards set forth in the preceding sentences) may be modified, amended or repealed, and any Bylaw provision inconsistent with such provisions may be adopted, only by an affirmative vote of at least 75% of the full Board of Directors.

ARTICLE IV

Meetings of Directors

1. Regular Meetings: Regular meetings of the Board of Directors and the committees thereof may be held without notice of the date, time, place or purpose of the meeting, either inside or outside the State of North Carolina, as the Board of Directors shall determine in accordance with North Carolina law. Minutes of all board and committee meetings, regular or special, shall be kept and maintained by the bank, and all such minutes shall be submitted to the Board for its review at or prior to its next meeting and for approval at such meeting as required by applicable law.

2. Special Meetings: Special meetings of the Board of Directors may be called by the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer or the Secretary of the bank, or at the request of three or more directors. Each member of the Board of Directors shall be given notice stating the date, time and place, by letter, electronic delivery or in person, of each special meeting not less than one day before the meeting. Such notice need not specify the purpose for which the meeting is called, unless required by the North Carolina Business Corporation Act, the articles of incorporation or the bylaws.

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3. Waiver of Notice: A director may waive notice of any meeting before or after the date and time stated in the notice. The waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records. In addition, attendance at or participation by a director at a meeting shall constitute a waiver of notice of such meeting, unless the director at the beginning of the meeting (or promptly upon his or her arrival) objects to holding the meeting or transacting business at the meeting and does not later vote for or assent to action taken at the meeting.

4. Quorum: Unless the articles of incorporation, the bylaws or applicable law require a greater number, a majority of the number of directors prescribed by or pursuant to these bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors or, if no number is so prescribed, a majority of directors in office immediately before the meeting shall constitute a quorum.

5. Adjournment: Any duly convened regular or special meeting may be adjourned to a later date or time without further notice.

6. Manner of Acting: Except as otherwise provided by applicable law or in the articles of incorporation or bylaws, the affirmative vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

7. Presumption of Assent: A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless: (i) he or she objects at the beginning of the meeting (or promptly upon his or her arrival) to holding the meeting or transacting business at the meeting; (ii) his or her dissent or abstention from the action taken is entered in the minutes of the meeting; or (Hi) he or she files written notice of his or her dissent or abstention with the presiding officer of the meeting before its adjournment or with the Secretary immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

8. Action without Meeting: Action required or permitted to be taken at a Board of Directors meeting may be taken without a meeting if the action is taken by all members of the Board. The action must be evidenced by one or more written consents signed by each director before or after such action, describing the action taken, and included in the minutes or filed with the corporate records. A director’s consent to action taken without meeting may be in electronic form and delivered by electronic means.

9. Attendance by Electronic. Telephonic or Similar Means: Except as otherwise provided by applicable law or the Board or in the articles of incorporation or bylaws, any or all directors may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

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ARTICLE V

Officers

1. Title and Number: The officers of the bank may consist of a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, a Chief Administrative Officer, a Chief Risk Officer, a Secretary, a Treasurer, a Controller, and one or more Corporate Executive Vice Presidents, Senior Executive Vice Presidents, Regional Presidents, and Executive Vice Presidents, as the Board of Directors may from time to time elect. The Chief Executive Officer may also appoint other officers, including such Senior Vice Presidents, Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers as deemed appropriate. The Chief Executive Officer may delegate the authority to appoint officers to other officers of the Bank. Any two or more offices may be held by the same person, except that no individual may act in more than one capacity where action of two or more officers is required.

2. Election and Term: The officers of the bank shall be elected by the Board of Directors or by a duly designated committee of the Board. Each officer shall hold office until a successor is elected and qualified, or until his or her resignation, retirement, death, removal or disqualification.

3. Removal: The Board of Directors may remove or terminate any officer at any time with or without cause. In addition, any officer other than the Chief Executive Officer may be removed or terminated at any time with or without cause by a duly designated Board committee or by a superior officer. Removal, resignation or termination of an officer shall be without prejudice to the contract rights, if any, of the person so removed.

4. Compensation: The compensation of all officers of the bank shall be fixed by the Board of Directors or by or under the direction of a duly designated committee of the Board or other officer or officers designated by the Board.

5. Chief Executive Officer: The Chief Executive Officer shall have full executive powers, shall be the principal executive officer of the bank, shall have and exercise all powers, duties and authority incident to the office of Chief Executive Officer or as prescribed by the Board and shall, subject to the direction and control of the Board, supervise, direct and control the management of the bank in accordance with these bylaws. The Chief Executive Officer may also serve as Chairman of the Board in accordance with Article III, Section 8.

6. Other Officers: Each officer other than the Chief Executive Officer shall have such title or titles, perform such duties and exercise such powers as may be incident to his or her office or prescribed by the Board, a duly designated committee of the Board or the Chief Executive Officer or his or her designee.

7. Bonds: To the extent required by law, the bank shall require security in the form of a bond for the fidelity and faithful performance of duties by its officers and employees. The bond shall be issued by a bonding company authorized to do business in the State of North Carolina and upon such form as may be approved by the North Carolina Commissioner of Banks. Except as otherwise required by the North Carolina Commissioner of Banks or applicable law, the amount, form, and terms of the bond shall be such as the Board of Directors may require. The premium for the bond is to be paid by the bank.

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ARTICLE VI

Contracts, Loans and Deposits

1. Contracts: The Board of Directors may authorize such officers as it deems appropriate to enter into any contract or execute and deliver any instrument on behalf of the bank, and such authority may be general or confined to specific instances. In addition, unless the Board determines otherwise, each officer of the bank shall have such authority as may be incident to his or her particular office to enter into contracts and execute and deliver instruments on behalf of the bank.

2. Loans: No loans shall be contracted on behalf of the bank, as debtor, and no evidence of indebtedness on behalf of the bank shall be issued in its name unless authorized by the Board of Directors. Such authority may be general or confined to specific instances.

3. Checks and Drafts: All checks, drafts or other orders for the payment of money issued in the name of the bank shall be signed by such officer or officers or agent or agents of the bank and in such manner as shall from time to time be determined by the Board of Directors or the Chief Executive Officer.

4. Deposits: All funds of the bank not otherwise employed shall be deposited from time to time to the credit of the bank in such depositories as may be selected by or under the authority of the Board of Directors.

ARTICLE VII

Certificates for Shares and Their Transfer

1. Certificates for Shares and Stock Transfer Records: The Board of Directors may authorize the issuance of some or all of the shares of the bank without issuing certificates to represent such shares. If shares are represented by certificates, the certificates shall be in such form as required by applicable law and as determined by the Board of Directors. Certificates shall be signed, either manually or in facsimile, by: (i) the Chairman of the Board, the Chief Executive Officer, the President or a Senior Executive Vice President; and (ii) the Secretary or an Assistant Secretary. All certificates for shares shall be consecutively numbered or otherwise identified and entered into the stock transfer records of the bank. When shares are represented by certificates, the bank shall issue and deliver to each shareholder to whom such shares have been issued or transferred, certificates representing the shares owned by such shareholder. When shares are not represented by certificates, then, within a reasonable time after the issuance or transfer of such shares, the bank shall send the shareholder to whom such shares have been issued or transferred a written statement of the information required by applicable law. Unless otherwise provided by applicable law, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

2. Transfer of Shares: Transfers of shares shall be made and recorded on the stock transfer records of the bank only: (i) by the record holder thereof or by his, her or its duly authorized agent, transferee or legal representative; and (ii) in the case of certificated shares, upon the surrender of the certificate thereof, which shall be cancelled before a new certificate or uncertificated shares shall be issued. No transfer of shares shall be valid as against the bank for any purpose until it shall have been made and recorded on the stock transfer records of the bank by an entry showing from and to whom transferred.

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3. Lost, Stolen or Destroyed Certificates: The Board of Directors may authorize the issuance of a new share certificate in place of a certificate claimed to have been lost, stolen or destroyed, upon receipt of a written statement of such fact from the person claiming that the certificate has been lost, stolen or destroyed. When authorizing such issuance of a new certificate, the Board may require the claimant or his, her or its legal representative to give the bank a bond in such sum and with such surety or other security as the Board may direct to indemnify the bank against loss from any claim with respect to the certificate claimed to have been lost, stolen or destroyed; or the Board may, by resolution, authorize the issuance of the new certificate without requiring such a bond.

ARTICLE VIII

Indemnification of Officers and Directors

1. Right to Indemnification: Any person who at any time hereafter serves or heretofore has served: (i) as an officer, director or advisory director of the bank; (ii) at the request of the bank as a director, advisory director, officer, partner, or trustee (or in any position of similar authority, by whatever title known) of any other foreign or domestic corporation, partnership, joint venture, trust or other enterprise; or (iii) as a trustee or administrator under any employee benefit plan, shall have a right to be indemnified by the bank to the fullest extent permitted by law against:

(a) All liability and expenses, including without limitation costs and expenses of litigation and reasonable attorney’s fees, actually and reasonable incurred by him or her in connection with or as a consequence of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including appeals, and whether or not brought by or on behalf the bank or by or on behalf of any third party, outsider or any other person, seeking to hold him or her liable by reason of or arising out of his or her status or his or her activities in any of the foregoing capacities; and

(b) Liability incurred by him or her for any judgments, money decrees, fines, penalties or amounts paid in settlement in connection with or as a consequence of any action, suit or proceeding described in (a) above;

provided, however, the bank shall not indemnify or agree to indemnify any person against any liability or expenses he or she may incur on account of his or her activities which were at the time taken known or believed by him or her to be clearly in conflict with the best interest of the bank.

2. Recovery of Expenses: Any person entitled to indemnification under this Article shall be entitled to recover from the bank his or her reasonable costs, expenses and attorneys’ fees incurred in connection with enforcing his or her right to indemnification.

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3. Advancement of Expenses: Expenses incurred by a director, advisory director or officer of the bank in defending an action, suit or proceeding described above shall, at the request of such director, advisory director or officer, and subject to authorization by the Board, be paid by the bank in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director, advisory director or officer to repay such amount unless it shall ultimately be determined that he or she is entitled to indemnification from the bank under this Article or otherwise.

4. Reliance: Any person who at any time after the adoption of this Article serves or has served in any of the capacities described in Section 1 herein for or on behalf of the bank shall be deemed to be doing so and to have done so in reliance upon, and as consideration for, the rights provided herein. Such rights shall inure to the benefit of the heirs and legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provisions of this Article.

5. Amendment: Any amendment, alteration, repeal or other change hereof limiting or restricting in any way the rights, fixed or contingent, granted hereunder shall operate prospectively only and shall not prejudice, defeat or impair any rights of any person existing at the time of such amendment, alteration, repeal or other change.

6. No Limitation on Other Rights to Indemnification: If this Article or any portion hereof shall be invalidated on any ground by any court or agency of competent jurisdiction, then the bank shall nevertheless indemnify each person described in Section 1 herein to the full extent permitted by the portion of this Article that is not invalidated and also to the full extent permitted or required by other applicable law.

7. Nonexclusivity: The entitlements to advancement of expenses and/or indemnification provided for in this Article VIII are nonexclusive and are separate from any similar rights provided under any law, agreement or otherwise.

ARTICLE IX

General Provisions

1. Dividends: The Board of Directors may from time to time declare, and the bank may pay, distributions and share dividends to its sole shareholder in the manner and upon the terms and conditions provided by N.C.G.S. §53C-4-7 and other applicable law.

2. Seal: The seal of the bank shall be in any form approved from time to time or at any time by the Board of Directors.

3. Fiscal Year: Unless otherwise ordered by the Board of Directors, the fiscal year of the bank shall be from January 1 to December 31.

4. Amendments: Except as otherwise provided by applicable law or in the articles of incorporation or the bylaws, the Board of Directors of the bank shall have the authority, without the assent or vote of the bank’s sole shareholder, to adopt, make, alter, amend and/or rescind the bylaws or any bylaw of the bank. The bank’s sole shareholder may amend or repeal the bank’s bylaws even though the bylaws may also be amended or repealed by the Board of Directors.

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5. Voting of Shares of Other Corporations: Except as otherwise directed by the Board of Directors of the bank or required by applicable law, shares of other corporations and associations held by the bank shall be voted in the manner directed by the Chief Executive Officer, the President, the Chief Operating Officer or any Senior Executive Vice President of the bank. Ail such officers are authorized on behalf of the bank to vote shares of other corporations and associations by proxy and to execute other instruments in connection therewith.

6. Applicability of the North Carolina Business Corporation Act and Chapter 53C of the North Carolina General Statutes: To the extent not inconsistent with or otherwise provided for in these bylaws, management of the bank’s business and regulation of its affairs shall be governed by the provisions of the North Carolina Business Corporation Act and Chapter 53C of the North Carolina General Statutes.

7. Definitions: Unless the context otherwise requires, terms used in these bylaws shall have the meanings assigned to them in the North Carolina Business Corporation Act and Chapter 53C of the North Carolina General Statutes to the extent defined therein. In addition, without limiting the effect of the foregoing, the term “applicable law” used in these bylaws shall refer to any applicable laws, rules or regulations, including the North Carolina Business

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EXHIBIT 6 TO FORM T-1

Section 321(b) Consent

Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended, Truist Bank hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon requests therefor.

	TRUIST BANK
Dated: July 28, 2021	By:	/s/ Gregory Yanok
	Name: Gregory Yanok
	Title: Vice President

EXHIBIT 7 TO FORM T-1

EX-25.2

Exhibit 25.2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF

A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

Truist Bank

(Exact name of trustee as specified in its charter)

North Carolina	56-0149200
(Jurisdiction of incorporation if not a U.S. national bank)	(I.R.S. Employer Identification Number)
223 West Nash Street Wilson, NC 27893	27893
(Address of principal executive offices)	(Zip Code)

Gregory Yanok

Vice President

223 West Nash Street

Wilson, NC 27893

(252) 246-4679

(Name, address and telephone number of agent for service)

Delaware	D.R. Horton, Inc.	75-2386963
(State or other jurisdiction of incorporation or organization)	(Exact name of obligor as specified in its charter)	(IRS Employer Identification Number)
1341 Horton Circle Arlington, TX		76011
(Address of principal executive offices)		(Zip Code)

SENIOR SUBORDINATED DEBT SECURITIES

AND RELATED GUARANTEES

(Title of the indenture securities)

TABLE OF ADDITIONAL CO-OBLIGORS

The following direct and indirect subsidiaries of D.R. Horton, Inc. may guarantee the D.R. Horton Inc. senior subordinated debt securities. The address, including zip code, and telephone number, including area code, for each of the co-obligors is c/o D.R. Horton, Inc., 1341 Horton Circle Arlington, Texas 76011, (817) 390-8200.

Name of Co-Registrant	Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.
C. Richard Dobson Builders, Inc.	Virginia		54-1082672
CH Investments of Texas, Inc.	Delaware		86-0831611
CHTEX of Texas, Inc.	Delaware		74-2791268
Continental Homes, Inc.	Delaware		86-0515339
Continental Homes of Texas, L.P.	Texas		74-2791904
Continental Residential, Inc.	California		86-0596757
D.R. Horton — CHAustin, LLC	Delaware		47-4632353
D.R. Horton — Colorado, LLC	Delaware		47-4670290
D.R. Horton — Corpus Christi, LLC	Delaware		83-1226448
D.R. Horton — Crown, LLC	Delaware		46-1022394
D.R. Horton — Emerald, Ltd.	Texas		75-2926873
D.R. Horton — Georgia, LLC	Delaware		46-1040657
D.R. Horton — Highland, LLC	Delaware		47-4659972
D.R. Horton — Indiana, LLC	Delaware		47-4681214
D.R. Horton — Iowa, LLC	Delaware		47-4670415
D.R. Horton — Nebraska, LLC	Delaware		83-1257652
D.R. Horton — Permian, LLC	Delaware		47-4645825
D.R. Horton — Regent, LLC	Delaware		46-1018273
D.R. Horton — Terramor, LLC	Delaware		47-4654463
D.R. Horton — Texas, Ltd.	Texas		75-2491320
D.R. Horton — WPH, LLC	Delaware		46-1038842
D.R. Horton — Wyoming, LLC	Delaware		83-1246812
D.R. Horton, Inc. — Birmingham	Alabama		62-1666398
D.R. Horton, Inc. — Chicago	Delaware		75-2795240
D.R. Horton, Inc. — Dietz-Crane	Delaware		75-2926868
D.R. Horton, Inc. — Greensboro	Delaware		75-2599897
D.R. Horton, Inc. — Gulf Coast	Delaware		75-2926872
D.R. Horton, Inc. — Huntsville	Delaware		20-4973832
D.R. Horton, Inc. — Jacksonville	Delaware		75-2460269
D.R. Horton, Inc. — Louisville	Delaware		75-2636512
D.R. Horton, Inc. — Midwest	California		75-2589359
D.R. Horton, Inc. — Minnesota	Delaware		75-2527442
D.R. Horton, Inc. — New Jersey	Delaware		75-2665362
D.R. Horton, Inc. — Portland	Delaware		75-2763765
D.R. Horton, Inc. — Torrey	Delaware		75-2689997
D.R. Horton BAY, Inc.	Delaware		65-1218940
D.R. Horton CA2, Inc.	California		75-2569592
D.R. Horton CA3, Inc.	Delaware		75-2926871
D.R. Horton CA4, LLC	Delaware		47-4619674
D.R. Horton Cruces Construction, Inc.	Delaware		65-1218942
D.R. Horton Hawaii LLC	Delaware		02-0548194
D.R. Horton LA North, Inc.	Delaware		65-1218941
D.R. Horton Los Angeles Holding Company, Inc.	California		75-2589298
D.R. Horton Management Company, Ltd.	Texas		75-2436079
D.R. Horton Materials, Inc.	Delaware		75-2926870

Name of Co-Registrant	Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.
D.R. Horton Serenity Construction, LLC	Delaware		75-2926876
D.R. Horton VEN, Inc.	California		75-2589293
DRH — HWY 114, LLC	Delaware		83-1219778
DRH Cambridge Homes, LLC	Delaware		75-2797879
DRH Construction, Inc.	Delaware		75-2633738
DRH Phoenix East Construction, Inc.	Arizona		86-0533370
DRH Regrem VII, LP	Texas		75-2926874
DRH Regrem XII, LP	Texas		65-1218943
DRH Regrem XIV, Inc.	Delaware		20-4974035
DRH Regrem XV, Inc.	Delaware		20-4974123
DRH Regrem XVI, Inc.	Delaware		20-4974218
DRH Regrem XVII, Inc.	Delaware		20-4974283
DRH Regrem XVIII, Inc.	Delaware		20-4974344
DRH Regrem XIX, Inc.	Delaware		20-4974420
DRH Regrem XX, Inc.	Delaware		20-4974895
DRH Regrem XXI, Inc.	Delaware		20-4975007
DRH Regrem XXII, Inc.	Delaware		20-4975092
DRH Regrem XXIII, Inc.	Delaware		20-4975165
DRH Regrem XXIV, Inc.	Delaware		20-4975234
DRH Regrem XXV, Inc.	Delaware		75-2440439
DRH Regrem XLV, LLC	Delaware		83-1275508
DRH Regrem XLVI, LLC	Delaware		83-1286376
DRH Regrem XLVII, LLC	Delaware		83-1310784
DRH Regrem XLVIII, LLC	Delaware		83-1321463
DRH Regrem XLIX, LLC	Delaware		83-1336183
DRH Regrem L, LLC	Delaware		83-1352262
DRH Regrem LI, LLC	Delaware		83-1368494
DRH Regrem LII, LLC	Delaware		83-1383774
DRH Regrem LIII, LLC	Delaware		83-1401560
DRH Regrem LIV, LLC	Delaware		83-1421468
DRH Regrem LV, LLC	Delaware		83-1433653
DRH Regrem LVI, LLC	Delaware		87-1699563
DRH Regrem LVII, LLC	Delaware		87-1700384
DRH Regrem LVIII, LLC	Delaware		87-1710999
DRH Regrem LIX, LLC	Delaware		87-1711418
DRH Regrem LX, LLC	Delaware		87-1731583
DRH Regrem LXI, LLC	Delaware		87-1732212
DRH Regrem LXII, LLC	Delaware		87-1757426
DRH Regrem LXIII, LLC	Delaware		87-1758028
DRH Regrem LXIV, LLC	Delaware		87-1779564
DRH Regrem LXV, LLC	Delaware		87-1779977
DRH Southwest Construction, Inc.	California		75-2589289
DRH Tucson Construction, Inc.	Delaware		75-2709796
HPH Homebuilders 2000 L.P.	California		68-0368156
KDB Homes, Inc.	Delaware		86-0565376
Lexington Homes — DRH, LLC	Delaware		47-4659801
Meadows I, Ltd.	Delaware		75-2436082
Meadows II, Ltd.	Delaware		51-0342206
Meadows VIII, Ltd.	Delaware		75-2824511
Meadows IX, Inc.	New Jersey		75-2684821
Meadows X, Inc.	New Jersey		75-2684823

Name of Co-Registrant	Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.
Melody Homes, Inc.	Delaware		88-0309544
Pacific Ridge — DRH, LLC	Delaware		46-1030683
Schuler Homes of Arizona LLC	Delaware		99-0350555
Schuler Homes of California, Inc.	California		99-0328127
Schuler Homes of Oregon, Inc.	Oregon		99-0330791
Schuler Homes of Washington, Inc.	Washington		99-0329483
SGS Communities at Grande Quay L.L.C.	New Jersey		22-3481784
SHA Construction LLC	Delaware		86-1002579
SHLR of California, Inc.	California		99-0350554
SHLR of Nevada, Inc.	Nevada		99-0343628
SHLR of Washington, Inc.	Washington		99-0334375
SRHI LLC	Delaware		99-0343629
SSHI LLC	Delaware		91-1842222
Vertical Construction Corporation	Delaware		22-3216488
Walker Drive, LLC	Delaware		47-4681366
Western Pacific Housing — Antigua, LLC	Delaware		95-4750872
Western Pacific Housing — Broadway, LLC	Delaware		95-4850687
Western Pacific Housing — Canyon Park, LLC	Delaware		95-4716219
Western Pacific Housing — Carrillo, LLC	Delaware		95-4815705
Western Pacific Housing — Communications Hill, LLC	Delaware		95-4637162
Western Pacific Housing — Copper Canyon, LLC	Delaware		95-4817406
Western Pacific Housing — Creekside, LLC	Delaware		95-4769848
Western Pacific Housing — Lomas Verdes, LLC	Delaware		95-4783214
Western Pacific Housing — McGonigle Canyon, LLC	Delaware		95-4735759
Western Pacific Housing — Mountaingate, L.P.	California		95-4539564
Western Pacific Housing — Norco Estates, LLC	Delaware		95-4686652
Western Pacific Housing — Pacific Park II, LLC	Delaware		95-4636584
Western Pacific Housing — Park Avenue East, LLC	Delaware		52-2350169
Western Pacific Housing — Park Avenue West, LLC	Delaware		95-4888647
Western Pacific Housing — Playa Vista, LLC	Delaware		95-4879655
Western Pacific Housing — River Ridge, LLC	Delaware		95-4870837
Western Pacific Housing — Terra Bay Duets, LLC	Delaware		95-4878114
Western Pacific Housing — Torrey Meadows, LLC	Delaware		95-4878113
Western Pacific Housing — Torrey Village Center, LLC	Delaware		95-4837541
Western Pacific Housing — Windemere, LLC	Delaware		95-4879656
Western Pacific Housing, Inc.	Delaware		95-4887164
Western Pacific Housing Management, Inc.	California		95-4692688
WPH-Camino Ruiz, LLC	Delaware		95-4802985

Item 1. General information.

Furnish the following information as to the trustee-

(a) Name and address of each examining or supervising authority to which it is subject.

State of North Carolina – Commissioner of Banks

State of North Carolina

Raleigh, North Carolina

Federal Reserve Bank of Richmond

Post Office Box 27622

Richmond, VA 23261

Federal Deposit Insurance Corporation

Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

Based upon an examination of the books and records of the trustee and upon information furnished by the obligors, the obligors are not affiliates of the trustee.

Items 3-15. No responses are included for Items 3 through 15. Responses to those Items are not required because, as provided in General Instruction B the obligors are not in default on any securities issued under indentures under which Truist Bank is a trustee and Truist Bank is not a foreign trustee.

Item 16. List of Exhibits.

List below all exhibits filed as a part of this statement of eligibility; exhibits identified in parentheses are filed with the Commission and are incorporated herein by reference as exhibits hereto pursuant to Rule 7a-29 under the Trust Indenture Act of 1939, as amended, and Rule 24 of the Commission’s Rules of Practice.

1. A copy of the Articles of Incorporation for Truist Bank, as now in effect, is attached as Exhibit 1 to this Form T-1.

2. The authority of Truist Bank to commence business was granted under the Articles of Incorporation for Truist Bank, is incorporated herein by reference to Exhibit 1 of this Form T-1.

3. The authorization to exercise corporate trust powers was granted by the State of North Carolina Commissioner of Banks in the Authority to Act as Fiduciary without Bond Certificate, and is attached as Exhibit 3 to this Form T-1.

4. A copy of the existing By-Laws of Truist Bank, as now in effect, is attached as Exhibit 4 to this Form T-1.

5. Not applicable.

6. The consent of Trustee as required by Section 321(b) of the Trust Indenture Act of 1939, is attached as Exhibit 6.

7. The Current Report of the Condition of Trustee, published pursuant to law or the requirements of its supervising or examining authority, is attached as Exhibit 7.

8. Not applicable.

9. Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, Truist Bank, a banking corporation organized and existing under the laws of the State of North Carolina, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Houston and the State of Texas, on the 28th day of July, 2021.

TRUIST BANK
By:	/s/ Gregory Yanok
Name:	Gregory Yanok
Title:	Vice President

EXHIBIT 1 TO FORM T-1

Articles of Incorporation

NORTH CAROLINA Department of the Secretary of State To all whom these presents shall come, Greetings: I, Elaine F. Marshall, Secretary of State of the State of North Carolina, do hereby certify the following and hereto attached to be a true copy of ARTICLES OF ‘RESTATEMENT OF TRUIST BANK the original of which was filed in this Office on the 4th day of September, 1996. IN WITNESS WHEREOF , 1 have hereunto set my hand and affixed my official seal at the City of Raleigh, this 5th day of May, 2020. Scan to verify online. Secretary of State Certification# 107367927-1 Reference# 16216786- Page: I of 11 Verify this certificate online at http://www.sosnc.gov/verification

OFFICE OF THE COMMISSIONER OF BANKS CERTIFICATE OF AUTHORITY FOR RESTATED ARTICLES OF INCORPORATION I, Hal D. Linger felt, Commissioner of Banks for the State of North Carolina hereby certify that the foregoing RESTATED ARTICLES OF INCORPORATION OF BRANCH BANKING AND TRUST COMPANY, having its principle Office in the City of Winston-S Forsyth County, North Carolina, have been approved by me this date, August 29, 1996, for e purposes of integrating into one document its original Articles of Incorporation and all amendments thereto. Authority to record the Restated Articles of in corporation is hereby granted. Witness my signature and official seal this the 29th day of August, 1996.

ARTICLES OF RESTATEMENT OF BRANCH BANKING AND TRUST COMPANY The undersigned corporation hereby submits these Articles of Restatement for the purpose of integrating into one document its original Articles of incorporation and all amendments thereto l. The name of the corporation is Branch Banking and Trust Company. 2. Attached hereto as Exhibit A are the Restated Articles of Incorporation of Branch ~uo.ng and Trust Company (“Restated Articles “), which contain amendments to the Articles of Incorporation requiring shareholder approval. 3. The Restated Articles of Incorporation of the corporation were adopted by its shareholders on the 2.1J:lflay of June, 1996, in the manner by North Carolina General States, Chapter 55. 4. The Restated Articles are to be effective upon filing. This the 28th day of June, 1996. B Name: Robert E. Greene Title: President

EXHIBIT A 96 2 q 8 9 0 I 2 RESTATED ARTICLES OF INCORPORATION OF BRANCHBANRINGANDTRUSTCO~ANY ARTICLE I The name of the corporation is BRANCH BANKING AND TRUST COMPANY. ARTICLEU Duration The period of duration of the corporation shall be perpetual. ARTICLE ill The purposes for which this corporation is formed are to act as agent to the extent by the laws of the State of North Carolina; to conduct a commercial banking business, a banking business and a trust and fiduciary business and to exercise all such powers as are · to carry on and conduct a general banking and trust business and such other related enterprises as may be incident to or connected therewith and, specifically, to exercise all of the powers conferred upon banking and private corporations by the laws of the State of North Carolina.

ARTICLE IV Capital Stock The corporation shall be authorized to issue five million shares of voting common stock, all a par value of $5.00 per share. ARTICLEV Registered Office 1he address of the registered Office of the corporation is 200 West Second Street, Winston-Salem, Forsyth County, North Carolina 27101 and the name of its registered agent at such address is Jerone C. Hening. ARTICLE VI Incorporators The names and addresses of the incorporators are: Address F.L. Carr 402 South Kincaid Avenue Wilson, NC 27893 John Graves 209 Wilshire Boulevard Wilson, NC 27893 Thome Gregory 1200 Brookside Drive Wilson, NC 27893 G.S. Tucker, Jr. 1415 West Nash Street Wilson, NC 27893 R.P. Watson 1301 Watson Drive Wilson, NC 27893

ARTICLE Vll Bylaws The Board of Directors of the corporation shall have the right and authority to make and adopt such bylaws for the management of the corporation as they shall deem necessary and proper, and shall have the further right and authority to amend, alter, and rescind said bylaws, from time to time as they deem to be in the best interests of the corporation. ARTICLEV Ill Preemptive Rights No holder of stock of the corporation shall be entitled as of right or have any preemptive right to subscribe for or purchase any additional or increased stock of the corporation of any class, whether now or hereafter authorized, or obligations convertible into any class of stock, or stock of any class convertible into stock of any other class, or obligations, stock or other securities carrying warrants or rights to subscribe for stock of the corporation of any class, whether now or hereafter authorized, but any and all shares of stock, bonds, debentures or other securities or obligations, whether or not convertible into stock or carrying warrants entitling the holders thereof to subscribe to stock, may be issued, sold or disposed of from time to time by authority of the Board of Directors of the corporation to such persons, firms or corporations and for such consideration insofar as permitted by law, as the Board of Directors shall from time to time determine.

ARTICLE IX Account. Pursuant to the requirements of the Office of Thrift Supervisions regulations (12 C.F.R. 563b)~ the Corporation shall assume an~ for the period required by such regulations~ maintain the following liquidation accounts initially established and maintained by: First Federal of the Carolinas, F.A., assumed and maintained by BB&T Federal Savings Bank of High Point, and thereafter assumed and maintained by Branch Banking and Trust Company of High Point for the benefit of Branch Banking and Trust Company of High Point’s (as successor to First Federal of the Carolinas, F.A. and BB&T Federal Savings Bank of High Point) savings account holders as of September 30, 1977, as and June 30, 1980 (eligible savers); Home Savings and Loan Association, Inc. and thereafter assumed and maintained by Branch Banking and Trust Company of Durham for the benefit of Branch Banking and Trust Company of Durham’s (as successor to Home Savings and Loan Association, Inc. and BB&T Federal Savings Bank of, Inc.) savings account holders as of September 30, 1985 (“eligible savers’’); Old Stone Bank of North Carolina, a Federal Savings Bank and thereafter assumed by Old Stone Interim Bank (as successor to Old Stone Bank of North Carolina, a Federal Savings Bank) for the benefit of its

savings account holders as of June 30, 1978, as of September 30, 1980 and as of July 31, 1982 (‘‘eligible saver”); Mutual Federal Savings and Loan Association (“Mutual Federal”) and Western Carolina Savings and Loan Association, Inc. (“Western Carolina’’), thereafter by SNB Savings S.S.B., Inc. (“SNB”) Savings (as successor to Mutual Federal and Western Carolina) and thereafter assumed by SNB Interim Bank (as successor to SNB Savings) for the benefit of Mutual Federals savings account holders as of September 29, 1986, and Western Carolinas savings account holders as of March 31, 1987, in each case who continue to maintain such accounts with the corporation (“eligible savers); Gate City Federal Bank, and thereafter assumed by Gate City Bank for the benefit of Gate City Banks (as successor to Gate City Bank) savings account holders as of November 30, 1989, and March 31, 1991 (eligible savers); Albemarle Bank for the benefit of Albemarle Banks (as successor to Albemarle Savings and Loan Association, Inc.) savings account holders as of November 30, 1989, and March 31, 1991 (eligible savers); Peoples Federal Savings Bank of Thomasville and thereafter assumed by Peoples Bank (as successor to Peoples Federal Savings Bank of lbomasville) for the benefit of Peoples Bank’s savings account holders as of April 30, 1991 (“eligible savers”);

NORTH CAROLINA Department of the Secretary of State To all whom these presents shall come, Greetings: I, Elaine F. Marshall, Secretary of State of the State of North Carolina, do hereby certify the following and hereto attached to be a true copy of ARTICLES OF ‘RESTATEMENT OF TRUIST BANK the original of which was filed in this Office on the 4th day of September, 1996. IN WITNESS WHEREOF , 1 have hereunto set my hand and affixed my official seal at the City of Raleigh, this 5th day of May, 2020. Scan to verify online. Secretary of State Certification# 107367927-1 Reference# 16216786- Page: I of 11 Verify this certificate online at http://www.sosnc.gov/verification

Citizens Savings Bank and thereafter assumed by Citizens Interim Bank (as successor to Citizens Savings Bank) for the benefit of Citizens’ savings account holders as of April 15, 1982 (“eligible savers”); Citizens Savings Bank of Mooresville and thereafter assumed by Citizens Interim Bank of Mooresville (as successor to Citizens Savings Bank of Mooresville) for the benefit of Citizens Savings Bank’s savings account holders as of December 23, 1993 (“eligible savers”); and Mutual Savings Bank of County and thereafter assumed by Mutual Interim Bank (as successor to Mutual Savings Bank of Rockingham County) for the benefit of Mutual Savings Bank’s savings account holders as of October 29, 1993 (“eligible savers’’); In the event of a complete liquidation of the Corporation, it shall comply with the above-cited Of face of Thrift Supervision regulations with respect to the amount and the priorities on liquidation of each of the eligible savers’ inchoate interest in the appropriate liquidation account, to the extent such accO\m.t is still in existence; provided. that an eligible saver’s inchoate interest in a liquidation account shall not entitle such eligible saver to any voting rights at meetings of the stockholders of the Corporation.

ARTICLES Xll Limitation of Director’s Liability To the fullest extent permitted by the North Carolina Business Corporation Act as it exists or may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation, its shareholders or otherwise for monetary damages for breach of his duty as a director. Any repeal or modification of this Article shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification. The limitation of liability provided for in this paragraph shall not apply to acts or omissions which would be contrary to the provisions of Chapter 53 of the North Carolina General Statutes (or any successor statute). This the 28th day of June, 1996. COMPANY Name: Robert E. Greene Title: Pres ident

NORTH CAROLINA Department of the Secretary of State To all whom these presents shall come, Greetings: I, Elaine F. Marshall, Secretary of State of the State of North Carolina, do hereby certify the following and hereto attached to be a true copy of ARTICLES OF AMENDMENT OF TRUISTBANK the original of which was filed in this of face on the 22nd day of December, 2008. IN WITNESS WHEREOF , 1 have hereunto set my hand and affixed my of facial seal at the City of Raleigh, this 5th day of May, 2020. Scan to verify online. Secretary of State Certification# 107367928-1 Reference# 16216786- Page: I of 12 Verify this certificate online at http://www.sosnc.gov/verification

SOSID: 0023695 Date Filed: 12/22/2008 4:30:00 PM Elaine F. Marshall North Carolina Secretary of State C200835700860 State of North Carolina Department of the Secretary of State ARTICLES OF AMENDMENT BUSINESS CORPORATION Pursuant to §55-10-06 of the General Statutes of North Carolina, the undersigned corporation hereby submits the following of Amendment for purpose of amending of Incorporation. I. The name of the corporation is: Branch Banking and Trust Company 2. Tile text of each amendment adopted is as follows (Stole below or): See Annex A attached hereto. 3. If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment, if not contained in the amendment ilself, are as follows: Not applicable. 4. The date of adoption . of each was December 18 ------------------ 2008 ns follows;... · -----· 5. (Check either 11, b, c, or d, whichever is applicable) a. __The amendment(s) was (wert) duly adopted by the incorporators prior to the issuance of shares. b.__ The : (s) was (were) duly adopted by the board of directors to the issuance of shares. c. __The amendment(s) was (were) duly adopted by the board of directors without shareholder action as shareholder action wins not required (set forth a brief explanation of why shareholder action was not required.) d. X The amendment(s) was (were) approved by shareholder, and such shareholder 11pproval was obtained as required by Chapter 55 of the North Carolina General Statutes. CORPORATIONS DIVISION P. 0 . BOX 29622 RALEIGH, NC 27626-0622 (Revised January 2002) (Form 0·02)

ARTICLES OF AMENDMENT Pagc2 6. These will be effective upon filing, unless a delayed lime and dale is Not applicable. This, 20_o_&_ Branch Banking and Trust Company Name of Corpor11tion Christopher L. Henson, Chief Financial Officer Type or Print Name and Title NOTES: I. riling fee is SSO. This must be with the Secretory of State. CORPORATIONS DIVISION P. 0. BOX 29622 RALEIGH, NC 27626-0622 (Revised January 2002) (Form B-02) NC:(JCIS • OOIN1C.VIl

ANNEXA BRANCH BANKING AND TRUST COMPANY AMENDMENT NO. 1 TO THE RESTATED ARTICLES OF INCORPORATION This Amendment No. 1 (this “Amendment”) amends the Restated Articles of Incorporation (the “Original Articles “) of Branch Banking and Trust Company (the “corporation”) here of ore in effect. I. The Original Articles are hereby amended as follows: A. Article IV of the Original Articles is hereby deleted in its entirety and replaced with the following: ARTICLE IV Capital Stock The authorized number of shares of stock of the corporation is five million, two thousand, nine hundred shares of stock, of which five million are classified as shares of voting common stock, all of one class, having a par value of $5.00 per share (the “Common Stock”) and two thousand, nine hundred are classified as shares of Series A Noncumulative Perpetual Preferred Stock, $0.0 I par value per share (the “Series A Preferred Stock”).” B. The following new Section 4.0 I is hereby added: “Section 4.0 1. Series A Preferred Stock. in addition to such matters specified elsewhere in this Article IV, the Series A Preferred Stock shall have the following powers, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions: (a) · Designation and Amount. The shares of Preferred Stock shall be designated as the Series A Noncumulative Perpetual Preferred Stock, and the number of shares constituting the Series A Preferred Stock shall be two thousand, nine hundred (2,900). The liquidation preference of the Series A Preferred Stock shall be $1,000,000 per share (the “Series A Liquidation Value”). (b) Rank. The Series A Preferred Stock shall, with respect to dividend rights and upon liquidation, dissolution and winding up of the corporation, rank (i) senior to all classes and series of Common Stock of the corporation and to all classes and series of capital stock of the corporation now or hereafter authorized, issued or outstanding, which by their terms expressly provide that they are junior to the Series A Preferred Stock as to dividend distributions and distributions upon

the liquidation, dissolution or winding up of the corporation, or which do not specify their rank (collectively with the Common Stock, the “Series A Junior Securities”); (ii) on a parity with each other class of capital stock or series of preferred stock issued by the corporation after the date hereof , the terms of which specifically provide that such class or series will rank on a parity with the Series A Preferred Stock as to dividend distributions and distributions upon the liquidation, dissolution or winding up of the corporation (the “Series A Parity Securities”); and (iii) junior to each other class of capital stock or series of preferred stock issued by the corporation after the date hereof , the terms of which specifically provide that such class or series will rank senior to the Series A Preferred Stock as to dividend distributions and distributions upon the liquidation, dissolution or winding up of the corporation (collectively, the “Series A Senior Securities”). (c) Dividends. Dividends are payable on the Series A Preferred Stock as follows: (i) The holders of shares of the Series A Preferred Stock in preference to the Series A Junior Securities shall be entitled to receive, out of funds legally available for that purpose, when, as, and if declared by the Board of Directors of the corporation, dividends payable in cash at the annual rate of five percent (5%) of the Series A Liquidation Value (the “Series A Dividend Rate”). (ii) Dividends on the Series A Preferred Stock shall be noncumulative. Dividends not paid on any Series A Dividend Payment Date shall not accumulate thereafter. Dividends shall accumulate from the first day of any Series A Dividend Period to but excluding the immediately succeeding Series A Dividend Payment Date. Dividends, if and when declared, shall be payable in arrears in cash on each Series A Dividend Payment Date of each year with respect to the Series A Dividend Period ending on the day immediately prior to such Series A Dividend Payment Date at the Series A Dividend Rate to holders of record at the close of business on the applicable Record Date, commencing on March 15, 2009 with respect to any shares of Series A Preferred Stock issued prior to that Series A Dividend Payment Date; provided that dividends payable on the Series A Preferred Stock on the Series A Dividend Payment Date immediately following the first Series A Dividend Period following the Issue Date (and any dividend payable for a period less than a full quarter period) shall be prorated for the period and computed on the basis of a 360-day year of twelve 30-day months and the actual number of days in such Series A Dividend Period; and provided, further, that dividends payable on the initial Series A Dividend Payment Date following the Issue Date shall include any accumulated and unpaid dividends on the Fixed Rate Exchangeable Non-cumulative Perpetual Series C Preferred Stock of Realty Corporation exchanged for the Series A Preferred Stock as of the Exchange Date for the then current

dividend period. Dividends on such Series A Preferred Stock shall be paid only in cash. (iii) No dividends on shares of Series A Preferred Stock shall be declared by the Board of Directors or paid or set apart for payment by the Board of Directors or paid or set apart for payment by the corporation if such declaration or payment shall be restricted or prohibited by law. (iv) Holders of shares of Series A Preferred Stock shall not be entitled to any dividends in excess of full dividends declared, as herein provided, on the shares of Series A Preferred Stock. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment on the shares of Series A Preferred Stock that may be in arrears. (v) (A) So long as any shares of Series A Preferred Stock are outstanding, no dividends (other than dividends or distributions paid in shares of , or options, warrants or rights to subscribe for or purchase shares of , Series A Junior Securities and other than as provided in clause (B) below) shall be declared, paid or set aside for payment or other distribution upon any Series A Junior Securities or any other Series A Parity Securities, nor shall any shares of any Series A Junior Securities or any other Series A Parity Securities be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or set aside or made available for a sinking fund for the redemption of any shares of any such stock) by the corporation (except by conversion into or exchange for shares of , or options, warrants or rights to subscribe for or purchase, Series A Junior Securities) unless, in each case, the full dividends on all outstanding shares of the Series A Preferred Stock shall have been declared and paid, when due, for the Series A Dividend Period, if any, terminating on or immediately prior to the date of payment in respect of such dividend, distribution, redemption, purchase or acquisition. (B) When dividends for any Dividend Period are not paid in full, as provided in clause (A) above, on the shares of the Series A Preferred Stock or any other Series A Parity Securities, dividends may be declared and paid on any such shares for any dividend period therefor, but only if such dividends are declared and paid pro rata so that the amount of dividends declared and paid per share on the shares of the Series A Preferred Sock and any other Series A Parity Securities, in all cases shall bear to each other the same ratio that the amount of unpaid dividends per share on the shares of the Series A Preferred Stock for such Series A Dividend Period and such other Series A Parity Securities for the corresponding dividend period bear to each other. (d) Liquidation Preference.

(i) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the corporation, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the corporation available for distribution to its shareholders an amount in cash equal to the Series A Liquidation Value for each share outstanding, plus an amount in cash equal to the unpaid dividends thereon for the then current Series A Dividend Period, whether or not earned or declared, before any payment shall be made or any assets distributed to the holders of Series A Junior Securities. If the assets of the corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Series A Preferred Stock and any Series A Parity Securities, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amount to which the holders of outstanding shares of Series A Preferred Stock and the holders of outstanding shares of such Series A Parity Securities are entitled were paid in full. (ii) For the purpose of this Section 4.0 I (d), neither the voluntary sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the corporation, nor the consolidation or merger of the corporation, shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the corporation, unless such voluntary sale, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the corporation. (e) Redemption. The Series A Preferred Stock shall be redeemable at any time, in whole or in part, at the option of the corporation, but with the consent of the FDIC and any other appropriate regulatory authorities, if required, for cash out of any source of funds legally avai !able, at a redemption price to 100% of the Series A Liquidation Value per share plus unpaid dividends thereon accumulated since the immediately preceding Series A Dividend Payment Date (the “Series A Redemption Price”). Any date of such redemption is referred to as the “Series A Redemption Date.” If fewer than all the outstanding shares of Series A Preferred Stock are to be redeemed, the corporation will select those to the redeemed by lot or pro rata or by any other method as may be determined by the Board of Directors to be equitable. The Series A Preferred Stock is not subject to any sinking fund. (f) Procedure for Redemption. (i) Upon redemption of the Series A Preferred Stock pursuant to Section 4.0l(e) hereof , notice of such redemption (a “Series A Notice of Redemption”) shall be mailed by first-class mail, postage prepaid, not less than ten {1 0) days nor more than twenty (20) days prior to the Series A

Redemption Date to the holders of record of the shares to be redeemed at their respective addresses as they shall appear in the records o f the corporation; provided, however, that failure to give such notice or any defect therein or in the mailing thereof shall not affect the validity of the proceeding for the redemption of any shares so to be redeemed except as to the holder to whom the corporation has failed to give such notice or except as to the holder to whom notice was defective. Each such notice shall state: (A) the Series A Redemption Date; (B) the Series A Redemption Price; (C) the aggregate Series A Liquidation Value to be redeemed; (D) that on the Series A Redemption date, the applicable Series A Redemption Price will become due and payable upon each share of Series A Preferred Stock to be redeemed and that dividends will cease to accrue on and after such Series A Redemption Date; (E) the place or places where certificates for such shares are to be surrendered for payment of the Series A Redemption Price; and (F) the CUSIP number of the shares being redeemed, if any. (ii) If a Series A Notice of Redemption shall have been given as aforesaid and the corporation shall have deposited on or before the Redemption Date a sum sufficient to redeem the shares of Series A Preferred Stock as to which a Series A Notice of Redemption has been given in trust with the Transfer Agent with irrevocable instructions and authority to pay the Series A Redemption Price to the holders thereof , or if no such deposit is made, then upon the Series A Redemption Date (unless the corporation shall default in making payment of the Series A Redemption Price), all rights of the holders thereof as shareholders of the corporation by reason of the ownership of such shares (except their right to receive the Series A Redemption Price thereof without interest) shall cease and terminate, and such shares shall no longer be deemed outstanding for any purpose. The corporation shall be entitled to receive, from time to time, from the Transfer Agent the interest, if any, earned on such moneys deposited with it, and the holders of any shares so redeemed shall have no claim to any such interest. In case the holder of any shares of Series A Preferred Stock so called for redemption shall not claim the Series A Redemption Price for its shares within twelve ( 12) months after the related Series A Redemption Date, the Transfer Agent shall, upon demand, pay over to the corporation such amount remaining on deposit, and the transfer Agent shall thereupon be relieved of all responsibility to the holder of such shares, and such holder shall look only to the corporation for payment thereof . (iii) Not later than 1:30 p.m., Eastern Standard Time, on the Business Day immediately preceding the Series A Redemption Date, the corporation shall irrevocably deposit with the Transfer Agent sufficient funds for the payment of the Series A Redemption Price for the shares to be redeemed on the Series A Redemption Date and shall give the Transfer Agent irrevocable instructions to apply such funds, and, if applicable and

so specified in the instructions, the income and proceeds therefrom, to the payment of such Series A Redemption Price. The corporation may direct the Transfer Agent to invest any such available funds, provided that the proceeds of any such investment will be available to the Transfer Agent in Winston-Salem, North Carolina at the opening of business of such Series A Redemption Date. (iv) Except as otherwise expressly set forth in this Section 4.01(f), nothing contained in these Amended and Restated Articles of Incorporation shall limit any legal right of the corporation to purchase or otherwise acquire any shares of Series A Preferred Stock at any price, whether higher or lower than the Series A Redemption Price, in private negotiated transactions, the over-the-counter market or otherwise with the prior approval of the FDIC or the Commissioner (if required). (v) If the corporation shall not have funds legally available for the redemption of all of the shares of Series A Preferred Stock on any Series A Redemption Date, the corporation shall redeem on the Series A Redemption Date only the number of shares of Series A Preferred Stock as it shall have legally available funds to redeem, as in an equitable manner, and the remainder of the shares of Series A Preferred Stock shall be redeemed, at the option of the corporation, on the earliest practicable date next following the day on which the corporation shall first have funds legally available for the redemption of such shares. (g) Reacquired Shares. Shares of the Series A Preferred Stock that have been redeemed, purchased or otherwise acquired by the corporation are not subject to reissuance or resale as shares of Series A Preferred Stock and shall be held in treasury. Such shares shall revert to the status of authorized but unissued shares of preferred stock, undesignated as to series, until the Board of Directors of the corporation shall designate them again for issuance as part of a series. (h) Voting Rights. Except as otherwise required by applicable law, the holders of Series A Preferred Stock shall not have any voting rights.” C. The following new Section 4.02 is hereby added: “Section 4.02. Definitions. For the purpose of Section 4.0 I hereof , the following terms shall have the meanings indicated: “Business Day” means a day on which the banking institutions in Winston-Salem, North Carolina are open for business and are not authorized or required by law or executive order to close. “corporation” means Branch Banking and Trust Company, a state bank chartered under the laws of the State of North Carolina.

“Dividend Payment Date” means a Series A Dividend Payment Date. “Exchange Date” means any date on which the Fixed Rate Exchangeable Non-cumulative Perpetual Series C Preferred Stock of Realty Corporation is exchanged for the Series A Preferred Stock. “FDIC” means the Federal Deposit Insurance Corporation, or any successor thereto. “Issue Date” means the first date on which shares of Series A Preferred Stock are issued. “Person” means any individual, firm, bank or other entity and shall include any successor (by merger or otherwise) of such entity. “Record Date” means the first day of the month in which the applicable Dividend Payment Date falls for dividends declared by the Board of Directors. “Series A Dividend Payment Date” means March 15, June 15, September 15, and December 15 of each year. “Series A Dividend Period’ is the period from a Series A Dividend Payment Date to, but excluding, the next succeeding Series A Dividend Payment date, except that the initial Series Dividend Period shall commence on the date of the original issuance of shares of Series A Preferred Stock. “Series A Dividend Rate” has the meaning set forth in Section 4.0 I (c)(i). “Series A Junior Securities” has the meaning set forth in Section 4.0 I (b) hereof . “Series A Liquidation Value” has the meaning set forth in Section 4.01 (a) hereof . “Series A Notice of Redemption” has the meaning set forth in Section 4.01 (t)(i) hereof . “Series A Parity Securities” has the meaning set forth in Section 4.01(b) hereof . “Series A Preferred has the meaning set forth in Section 4.01 (a) hereof . “Series A Redemption Date” has the meaning set forth in Section 4.01 (e) hereof . “Series A Redemption Price” has the meaning set forth in Section 4.0 I (e) hereof . “Series A Senior Securities” has the meaning set forth in Section 4.0 1(b) hereof . “Transfer Agent” means a bank or trust company as may be appointed from time to time by the Board of Directors of the corporation, or a committee thereof , to act as transfer agent, paying agent and registrar of the Series A Preferred Stock.”

D. The following new section 4.03 is hereby added: “Section 4.03. Common Stock. The Common Stock shall be subject to the terms of the Series A Preferred Stock and any Series A Parity Securities and Series A Senior Securities (collectively, the “Preferred Securities”) and the express terms of any series thereof . Each share of Common Stock shall be equal to every other share of Common Stock and the holders thereof shall be entitled to one vote for each share of Common Stock on all questions presented ·to the shareholders. Subject to any rights to receive dividends to which the holders of the outstanding Preferred Securities may be entitled, the holders of shares of Common Stock shall be entitled to receive Dividends, if and when declared, payable from time to time by order of the Board of Directors from funds legally available therefor.”

OFFICE OF THE COMMIS SIONER OF BANKS CERTIFICAT E OF AUTHORITY FOR ARTICLES OF AMENDMENT Branch Banking and Trust Company, a North Carolina state-chartered bank headquartered in Winston-Salem, Forsyth County, North Carolina, has submitted to me as Commissioner of Banks for the State of North Carolina Articles of Amendment, for the purposes of allowing Branch Banking and Trust Company to issue Series A Preferred Stock. I hereby certify that Branch Banking and Trust Company is a North Carolina chartered bank in good standing with the Office of the Commissioner of Banks which is permitted by law to effect the said amendment for the purpose herein stated. Authority to file the Articles of Amendment is, therefore, granted effective on the date and at the time specified therein. This the 22nd day of December, 2008.

NORTH CAROLINA Department of the Secretary of State To all whom these presents shall come, Greetings: I, Elaine F. Marshall, Secretary of State of the State of North Carolina, do hereby certify the following and hereto attached to be a true copy of ARTICLES OF AMENDMENT OF TRUISTBANK the original of which was filed in this office on the 6th day of December, 2019. IN WITNESS WHEREOF , 1 have hereunto set my hand and affixed my official seal at the City of Raleigh, this 5th day of May, 2020. Scan to verify online. Secretary of State Certification# 107367929-1 Reference# 16216786- Page: I of 5 Verify this certificate online at http://www.sosnc.gov/verification

SOSID: 0023695 Date Filed: 12/6/2019 9:03:00 AM Effective: 1217/2019 Elaine F. Marshall State of North Carolina North Carolina Secretary’ of State C2019 340 OOU39 Department of the Secretary of State ARTICLES OF AMENDMENT BUSINESS CORPORATION Pursuant to §55-10-06 of the General Statutes of North Carolina, the undersigned corporation hereby submits the following Articles of Amendment for the purpose of amending its Articles of Incorporation. I. The name of the corporation is: Branch Banking and Trust Company 2. The text of each amendment adopted is as follows (State below or attach): Please see attached. 3. If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment, if not contained in the amendment itself, are as follows: 4. The date of adoption of each amendment was as follows·;_D_e_c_e_m_b_e_r_3 : , _2_0_1_9______________ _ 5. (Check either a, b, c, or d, whichever is applicable) The amendment(s) was (were) duly adopted by the incorporators prior to the issuance of shares. amendment(s) was (were) duly adopted by the board of directors prior to the issuance of shares. The amendment(s) was (were) duly adopted by the board of directors without shareholder action as shareholder action was not required because (set forth a brief explanation of why shareholder action was not required) The amendment(s) was (were) approved by shareholder action, and such shareholder approval was obtained as required by Chapter 55 of the North Carolina General Statutes. · BUSINESS REGISTRATION DIVISION P. 0. BOX 29622 RALEIGH, NC 27626-0622 (Revised July 2017) {Form B-02)

ARTICLES OF AMENDMENT Page2 6. These Articles will be effective upon filing, unless a delayed time and date is specified: 12:06 AM EST on December 7, 2019. This the day or December____ __J 20 19 Branch Banking and Trust Company ‘ Name of Corporation 0 Signature Type or Print Name and Title NOTES: 1. Filing fee is $50. This document must be filed with the Secretary of State. BUSINESS Registration DIVISION P. 0. BOX 29622 RALEIGH, NC 27626-0622 (Revised July 201 7) (FormB-02)

ARTICLES OF AMENDMENT OF BRANCH BANKING AND TRUST COMPANY The undersigned corporation hereby submits these Articles of Amendment in accordance with Section 55-I 0-03 and 55-l 0-06 of the North Carolina Business Corporation Act for the purpose of amending its Articles of Incorporation: I. The name of the corporation is: Branch Banking and Trust Company. 2. The following text will replace the current text of ARTICLE 1 in its entirety: The name of the Corporation is Truest Bank. 3. The amendment does not provide for an exchange, reclassification or cancellation of issued shares. 4. The amendment was approved by the sole shareholder of the corporation on December 3, 2019, in accordance with Section 55-10-03 of the North Carolina Business Corporation Act. S. These Articles of Amendment will be effective at 12:06 a.m. on December 7;2019. This is the 6th day of December, 2019. BRANCH BANKING AND TRUST COMPANY

OFFICE OF THE COMMISSIONER OF BANKS CERTIFICATE OF Authority FOR ARTICLES OF AMENDMENT I, Stephanie Ryals, Chief Deputy Commissioner of Banks for the State of North Carolina, hereby certify that the foregoing ARTICLES OF AMENDMENT of Branch Banking and Trust Company, having its principal office in Charlotte,. Mecklenburg County, North Carolina, were approved by the Office of the Commissioner of Banks for filing at the Office of the Secretary of State. Authority to record the Articles of Amendment is hereby granted. This the 26th day of November, 2019. ~~0n~ Chief Deputy Commissioner of Banks

EXHIBIT 3 TO FORM T-1

Authorization to Exercise Corporate Fiduciary Powers

EXHIBIT 4 TO FORM T-1

Bylaws

BYLAWS OF TRUIST BANK

As Amended and Restated, Effective December 7,2019

ARTICLE I

Offices

1. Principal Office: The principal office of Truist Bank (the “bank”) shall be located at 214 N. Tryon Street, Charlotte, North Carolina, or at such other place as the Board of Directors may fix from time to time.

2. Registered Office: The bank shall maintain a registered office or registered offices at such place or places as may be required by applicable law.

3. Other Offices: The bank may have offices at such other places as the Board of Directors may from time to time determine, or as the affairs of the bank may require.

ARTICLE II

Meetings of Sole Shareholder

1. Place of Meetings: All meetings of the bank’s sole shareholder, Truist Financial Corporation, shall be held at the principal office of the bank, or at such other place, either within or without the State of North Carolina, as shall, in each case, be fixed by the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Secretary or the Board of Directors and designated in the notice of the meeting.

2. Annual Meetings: The annual meeting of the bank’s sole shareholder shall be held on such date and at such time as may be designated by the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Secretary or the Board of Directors for the purpose of the election of directors and for the transaction of such other business as may properly come before the meeting.

3. Substitute Annual Meeting: If the annual meeting shall not be held on the day designated by these bylaws, a substitute annual meeting may be called in accordance with the provisions of this Article relating to special meetings. A meeting so called shall be designated and treated for all purposes as the annual meeting.

4. Special Meetings: Except as otherwise provided by any applicable law, special meetings of the bank’s sole shareholder may be called at any time by the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Secretary or the Board of Directors of the bank.

5. Notice of Meetings; Waiver:

(a) Written, printed or electronically transmitted notice of a meeting stating the date, time and place of the meeting shall be delivered to the bank’s sole shareholder not fewer than 10 nor more than 60 days before the date thereof, by or at the direction of the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Secretary or the Board of Directors.

(b) In case of an annual or substitute annual meeting, the notice of meeting need not specifically state the business to be transacted at the meeting, unless a description of the matter is required by the provisions of applicable law. In the case of a special meeting, the notice of meeting shall specifically state the purpose or purposes for which the meeting is called.

(c) The bank’s sole shareholder may waive notice of any meeting before or after the date and time stated in the notice. The waiver must be in writing, signed by the shareholder and delivered to the bank for inclusion in the minutes or filing with the corporate records. Attendance at a meeting by the sole shareholder waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.

6. Proxies: Shares may be voted either in person or by one or more proxies authorized by a written appointment of proxy signed by the bank’s sole shareholder.

7. Action without Meeting: Any action that is required or permitted to be taken at a meeting of the sole shareholder may be taken without a meeting if a written consent, setting forth the action so taken, shall be signed by the sole shareholder, and delivered to the bank for inclusion in the minutes or filing with the corporate records.

8. Conduct of Meetings:

(a) Unless determined otherwise by the Board of Directors, the Chief Executive Officer of the bank shall act as chairman at all meetings of the sole shareholder and the Secretary or an Assistant Secretary of the bank shall act as secretary at all meetings of sole shareholder.

(b) The Board of Directors or, in its absence, the chairman of the meeting may, to the extent not prohibited by applicable law, establish such rules or regulations for the conduct of meetings of the sole shareholder as the Board or the chairman, as the case may be, shall deem necessary, appropriate or convenient.

ARTICLE III

Directors

1. General Powers: All corporate powers shall be exercised by or under the authority of, and the business, affairs and operations of the bank shall be managed by or under the direction of, the Board of Directors, except as otherwise provided by applicable law or in the articles of incorporation or bylaws.

2. Number, Term, and Qualification: The Board shall consist of not less than five nor more than thirty members and the number of members shall be fixed and determined from time to time by a resolution of the majority of the full board or by resolution of the sole shareholder. Each director shall be elected to serve a term of one year, with each director’s term to expire at the annual meeting next following the director’s election as a director. Each director

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shall hold office until his or her death, resignation, retirement, removal, disqualification, or his or her successor is elected and qualified. Unless otherwise permitted by applicable law, not less than three-fourths of the directors shall be citizens of the United States of America and satisfy the eligibility requirements for bank directors imposed by federal law and Chapter 53C of the North Carolina General Statutes or any successor thereto. In addition, a director must do either of the following: (i) appoint an agent in Wake County, North Carolina, for service of process; or (ii) consent, on a form satisfactory to the North Carolina Commissioner of Banks, to the following: that the North Carolina Commissioner of Banks may serve as the director’s agent for service of process and that the director consents to jurisdiction in Wake County, North Carolina, but only for purposes of any action or proceeding brought by the North Carolina Commissioner of Banks.

3. Election of Directors: Except as provided in Section 5 of this Article, directors shall be elected by the sole shareholder of the bank.

4. Removal: Any director may be removed from office by the bank’s sole shareholder with or without cause.

5. Vacancies: A vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by a majority of the remaining directors. The bank’s sole shareholder may elect a director at any time to fill a vacancy not filled by the directors. In addition, at any meeting of the sole shareholder, the shareholder may authorize not more than two additional directorships which may be left unfilled to be filled in the discretion of the Board during the interval between shareholders’ meetings. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

6. Compensation: The Board of Directors may compensate non-management directors for their services as such and may provide for the payment of expenses incurred by all directors, as appropriate, in connection with such services.

7. Director Retirement: A director, upon reaching age seventy-five, shall retire as a director effective as of the end of that calendar year without any further action by the sole shareholder or the Board of Directors.

8. Chairman of the Board; Vice Chairmen: There shall be a Chairman of the Board of Directors elected by the directors from their members. The Chairman may also be the Chief Executive Officer of the bank. The Chairman shall preside at all meetings of the Board of Directors and shall perform such other duties as may be incident to the office of Chairman or as may be directed by the Board. There may also be one or more Vice Chairmen of the Board of Directors elected by the directors from their members. Such Vice Chairman or Vice Chairmen shall perform such other duties as may be incident to the office of Vice Chairman or as may be directed by the Board.

9. Executive Committee: The Board of Directors shall appoint an Executive Committee composed of not less than three members of the Board. The Executive Committee shall have such powers and duties as may be stated in its charter, if any, or as may be prescribed from time to time by the Board, subject to any restrictions imposed by applicable law. Without limiting the foregoing, to the extent permitted by applicable law and authorized by the Board of Directors, the Executive Committee shall have and may exercise, during the intervals between the meetings of the Board, all the powers and authority of the Board of Directors in the management of the business affairs and operations of the bank.

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10. Audit Committee: The Board of Directors shall appoint an Audit Committee, composed solely of not less than three independent directors. Members of the Audit Committee shall be elected by a majority of the Board and in compliance with Section 363 of the Federal Deposit Insurance Corporation Rules and Regulations. The Audit Committee shall have such powers and duties as may be stated in its charter or as may be prescribed from time to time by the Board, subject to any restrictions imposed by applicable law.

11. Other Committees: The Board of Directors may appoint such other committees of the Board (including a Trust Committee, a Compensation Committee, a Risk Committee and a Loan Committee) as: (i) the Board shall deem appropriate for the safe and sound operation of the bank in a manner consistent with applicable law and regulations; (ii) as required by the North Carolina Commissioner of Banks; or (in) as may be required by applicable law. Members of such committees shall be elected by a majority of the Board. Each committee shall have a minimum of three members. Each such committee shall have such powers and duties as may be stated in such committee’s charter, if any, or as may be prescribed from time to time by the Board, subject to any restrictions imposed by applicable law.

12. Advisory Directors: The Board of Directors may also appoint local advisory directors as it deems useful to the business of the bank; provided, however that the local advisory directors shall in no way be deemed to be directors serving on the Board of Directors.

13. General Committee Matters: Each committee member serves at the pleasure of the Board of Directors. The provisions in these bylaws governing meetings, action without meetings, notice, waiver of notice, quorum and voting requirements of the Board apply to committees of the Board established under this Article.

14. CEO and Chairman Position and Succession: Board Composition: Headquarters.

(a) The Board of Directors has resolved that, effective as of the effective time (the ‘‘Effective Time”) of the Bank Merger (for all purposes of this Section 14, as defined in the Agreement and Plan of Merger, dated as of February 7, 2019, as amended June 14, 2019, by and between BB&T Corporation (the “corporation”) and SunTrust Banks, Inc. (‘‘SunTrust”), as the same may be amended from time to time (the “Merger Agreement”)), Mr. Kelly s. King shall continue to serve as Chairman of the Board of Directors and Chief Executive Officer of the bank and Mr. William H. Rogers, Jr. shall become the President and Chief Operating Officer of the bank. The Board of Directors has further resolved that (i) Mr. Rogers shall be the successor to Mr. King as the Chief Executive Officer of the bank, with such succession to become effective on September 12, 2021 or any such earlier date as of which Mr. King ceases for any reason to serve in the position of Chief Executive Officer of the bank (the date of such corporation succession, the “CEO Succession Date”); (ii) subject to Mr. King’s death, resignation or disqualification, from the CEO Succession Date through March 12, 2022, Mr. King shall serve as Executive Chairman of the bank; (iii) Mr. Rogers shall be the successor to Mr. King as the Chairman of the Board of Directors of the bank, with such succession to become effective on March 12, 2022, or any such earlier date as of which Mr. King ceases for any reason to serve in the position of Chairman of the Board of Directors of the bank (the date of such corporation succession, the “Chairman Succession Date”); and (iv) subject to Mr. King’s death, resignation

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or disqualification, from the Chairman Succession Date until September 12, 2022, Mr. King shall serve as a consultant to the bank. The corporation may enter into or amend appropriate agreements or arrangements with Mr. King and Mr. Rogers in connection with the subject matter of this Article III, Section 14(a) (any such agreement or arrangement, as may be amended, supplemented or modified from time to time, an “Employment Agreement”).

(b) (i) Prior to the date that is the third (3rd) anniversary of the Effective Time (such date, the “Expiration Date”), the removal of Mr. Rogers from, or the failure to appoint or re-elect Mr. Rogers to, any of the positions specifically provided for in this Article III, Section 14 and in any Employment Agreement with Mr. Rogers at the times specifically provided for in this Article III, Section 14 or in any Employment Agreement with Mr. Rogers, (ii) prior to the Expiration Date, the removal of Mr. King from, or the failure to appoint or re-elect Mr. King to, any of the positions specifically provided for in this Article III, Section 14 and in any Employment Agreement with Mr. King at the times specifically provided for in this Article III, Section 14 or in any Employment Agreement with Mr. King, (iii) prior to the Expiration Date, any determination not to nominate Mr. Rogers as a director of the bank or (iv) any determination not to nominate Mr. King as a director of the bank for each term of service of directors beginning at any time prior to December 31, 2023, shall each require the affirmative vote of at least 75% of the full Board of Directors.

(c) Effective as of the Effective Time, the Board of Directors shall be comprised of eleven (11) Continuing SunTrust Directors, including the Chief Executive Officer of SunTrust as of immediately prior to the Effective Time, and eleven (11) Continuing BB&T Directors, including the Chief Executive Officer of the corporation as of immediately prior to the Effective time. From and after the Effective Time through the Expiration Date: (i) the number of directors that comprises the full Board of Directors shall each be twenty-two (22); and (ii) no vacancy on the Board of Directors created by the cessation of service of a director shall be filled by the Board of Directors and the Board of Directors shall not nominate any individual to fill such vacancy, unless (x) such individual would be an independent director of the bank, (y) in the case of a vacancy created by the cessation of service of a Continuing SunTrust Director, not less than a majority of the Continuing SunTrust Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy, in which case the Continuing BB&T Directors shall vote to approve the appointment or nomination (as applicable) of such individual, and (z) in the case of a vacancy created by the cessation of service of a Continuing BB&T Director, not less than a majority of the Continuing BB&T Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy, in which case the Continuing SunTrust Directors shall vote to approve the appointment or nomination (as applicable) of such individual; provided, that any such appointment or nomination pursuant to clause (y) or (z) shall be made in accordance with applicable law and the rules of the New York Stock Exchange (or other national securities exchange on which the corporation’s securities are listed). For purposes of this Article III, Section 14, the terms “Continuing SunTrust Directors” and “Continuing BB&T Directors” shall mean, respectively, the directors of the corporation and SunTrust who were selected to be directors of the corporation and Truist Bank by SunTrust or the corporation, as the case may be, as of the Effective Time, pursuant to Section 6.12(a) of the Merger Agreement, and any directors of the bank who were subsequently appointed or nominated and elected to fill a vacancy created by the cessation of service of a Continuing SunTrust Director or a Continuing BB&T Director, as applicable, pursuant to this Article III, Section 14(c).

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(d) (i) The headquarters of the bank shall be located in Charlotte, North Carolina; (ii) the hub for the bank’s wholesale business shall be located in Atlanta, Georgia; (iii) the hub for the bank’s consumer and community banking business shall be located in Winston-Salem, North Carolina; and (iv) the hub for the bank’s technology and innovation operations shall be located in Charlotte, North Carolina.

(e) In the event of any inconsistency between any provision of this Article III, Section 14 and any other provision of these bylaws or the bank’s other constituent documents, the provisions of this Article III, Section 14 shall control. The provisions of Article III, Section 14(d)(i) and this second sentence of this Section 14(e) may be modified, amended or repealed, and any bylaw provision inconsistent with such provisions may be adopted, only by the affirmative vote of at least 75% of the full Board of Directors and solely in connection with the corporation’s entry into or consummation of a business combination transaction with another corporation (i) in which the corporation merges with and into such other corporation, (ii) which is a merger of equals or (iii) as a result of which the shareholders of the corporation prior to the effective time of the business combination hold less than 60% of the outstanding common stock of the surviving entity in such business combination. The first and third sentences of this Section 14(e) may be modified, amended or repealed, and any bylaw provision inconsistent with such provisions may be adopted, only by the affirmative vote of at least 75% of the full Board of Directors. Until December 31, 2023, the provisions of Article III, Section 14(b)(iv) and this fourth sentence of this Section 14(e) may be modified, amended or repealed, and any bylaw provision inconsistent with such provisions may be adopted, only by the affirmative vote of at least 75% of the full Board of Directors. Until the Expiration Date, the provisions of this Article III, Section 14 (other than Section 14(b)(iv), Section 14(d)(i) and the first four sentences of this Section 14(e), which are subject to the standards set forth in the preceding sentences) may be modified, amended or repealed, and any Bylaw provision inconsistent with such provisions may be adopted, only by an affirmative vote of at least 75% of the full Board of Directors.

ARTICLE IV

Meetings of Directors

1. Regular Meetings: Regular meetings of the Board of Directors and the committees thereof may be held without notice of the date, time, place or purpose of the meeting, either inside or outside the State of North Carolina, as the Board of Directors shall determine in accordance with North Carolina law. Minutes of all board and committee meetings, regular or special, shall be kept and maintained by the bank, and all such minutes shall be submitted to the Board for its review at or prior to its next meeting and for approval at such meeting as required by applicable law.

2. Special Meetings: Special meetings of the Board of Directors may be called by the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer or the Secretary of the bank, or at the request of three or more directors. Each member of the Board of Directors shall be given notice stating the date, time and place, by letter, electronic delivery or in person, of each special meeting not less than one day before the meeting. Such notice need not specify the purpose for which the meeting is called, unless required by the North Carolina Business Corporation Act, the articles of incorporation or the bylaws.

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3. Waiver of Notice: A director may waive notice of any meeting before or after the date and time stated in the notice. The waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records. In addition, attendance at or participation by a director at a meeting shall constitute a waiver of notice of such meeting, unless the director at the beginning of the meeting (or promptly upon his or her arrival) objects to holding the meeting or transacting business at the meeting and does not later vote for or assent to action taken at the meeting.

4. Quorum: Unless the articles of incorporation, the bylaws or applicable law require a greater number, a majority of the number of directors prescribed by or pursuant to these bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors or, if no number is so prescribed, a majority of directors in office immediately before the meeting shall constitute a quorum.

5. Adjournment: Any duly convened regular or special meeting may be adjourned to a later date or time without further notice.

6. Manner of Acting: Except as otherwise provided by applicable law or in the articles of incorporation or bylaws, the affirmative vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

7. Presumption of Assent: A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless: (i) he or she objects at the beginning of the meeting (or promptly upon his or her arrival) to holding the meeting or transacting business at the meeting; (ii) his or her dissent or abstention from the action taken is entered in the minutes of the meeting; or (Hi) he or she files written notice of his or her dissent or abstention with the presiding officer of the meeting before its adjournment or with the Secretary immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

8. Action without Meeting: Action required or permitted to be taken at a Board of Directors meeting may be taken without a meeting if the action is taken by all members of the Board. The action must be evidenced by one or more written consents signed by each director before or after such action, describing the action taken, and included in the minutes or filed with the corporate records. A director’s consent to action taken without meeting may be in electronic form and delivered by electronic means.

9. Attendance by Electronic. Telephonic or Similar Means: Except as otherwise provided by applicable law or the Board or in the articles of incorporation or bylaws, any or all directors may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

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ARTICLE V

Officers

1. Title and Number: The officers of the bank may consist of a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, a Chief Administrative Officer, a Chief Risk Officer, a Secretary, a Treasurer, a Controller, and one or more Corporate Executive Vice Presidents, Senior Executive Vice Presidents, Regional Presidents, and Executive Vice Presidents, as the Board of Directors may from time to time elect. The Chief Executive Officer may also appoint other officers, including such Senior Vice Presidents, Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers as deemed appropriate. The Chief Executive Officer may delegate the authority to appoint officers to other officers of the Bank. Any two or more offices may be held by the same person, except that no individual may act in more than one capacity where action of two or more officers is required.

2. Election and Term: The officers of the bank shall be elected by the Board of Directors or by a duly designated committee of the Board. Each officer shall hold office until a successor is elected and qualified, or until his or her resignation, retirement, death, removal or disqualification.

3. Removal: The Board of Directors may remove or terminate any officer at any time with or without cause. In addition, any officer other than the Chief Executive Officer may be removed or terminated at any time with or without cause by a duly designated Board committee or by a superior officer. Removal, resignation or termination of an officer shall be without prejudice to the contract rights, if any, of the person so removed.

4. Compensation: The compensation of all officers of the bank shall be fixed by the Board of Directors or by or under the direction of a duly designated committee of the Board or other officer or officers designated by the Board.

5. Chief Executive Officer: The Chief Executive Officer shall have full executive powers, shall be the principal executive officer of the bank, shall have and exercise all powers, duties and authority incident to the office of Chief Executive Officer or as prescribed by the Board and shall, subject to the direction and control of the Board, supervise, direct and control the management of the bank in accordance with these bylaws. The Chief Executive Officer may also serve as Chairman of the Board in accordance with Article III, Section 8.

6. Other Officers: Each officer other than the Chief Executive Officer shall have such title or titles, perform such duties and exercise such powers as may be incident to his or her office or prescribed by the Board, a duly designated committee of the Board or the Chief Executive Officer or his or her designee.

7. Bonds: To the extent required by law, the bank shall require security in the form of a bond for the fidelity and faithful performance of duties by its officers and employees. The bond shall be issued by a bonding company authorized to do business in the State of North Carolina and upon such form as may be approved by the North Carolina Commissioner of Banks. Except as otherwise required by the North Carolina Commissioner of Banks or applicable law, the amount, form, and terms of the bond shall be such as the Board of Directors may require. The premium for the bond is to be paid by the bank.

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ARTICLE VI

Contracts, Loans and Deposits

1. Contracts: The Board of Directors may authorize such officers as it deems appropriate to enter into any contract or execute and deliver any instrument on behalf of the bank, and such authority may be general or confined to specific instances. In addition, unless the Board determines otherwise, each officer of the bank shall have such authority as may be incident to his or her particular office to enter into contracts and execute and deliver instruments on behalf of the bank.

2. Loans: No loans shall be contracted on behalf of the bank, as debtor, and no evidence of indebtedness on behalf of the bank shall be issued in its name unless authorized by the Board of Directors. Such authority may be general or confined to specific instances.

3. Checks and Drafts: All checks, drafts or other orders for the payment of money issued in the name of the bank shall be signed by such officer or officers or agent or agents of the bank and in such manner as shall from time to time be determined by the Board of Directors or the Chief Executive Officer.

4. Deposits: All funds of the bank not otherwise employed shall be deposited from time to time to the credit of the bank in such depositories as may be selected by or under the authority of the Board of Directors.

ARTICLE VII

Certificates for Shares and Their Transfer

1. Certificates for Shares and Stock Transfer Records: The Board of Directors may authorize the issuance of some or all of the shares of the bank without issuing certificates to represent such shares. If shares are represented by certificates, the certificates shall be in such form as required by applicable law and as determined by the Board of Directors. Certificates shall be signed, either manually or in facsimile, by: (i) the Chairman of the Board, the Chief Executive Officer, the President or a Senior Executive Vice President; and (ii) the Secretary or an Assistant Secretary. All certificates for shares shall be consecutively numbered or otherwise identified and entered into the stock transfer records of the bank. When shares are represented by certificates, the bank shall issue and deliver to each shareholder to whom such shares have been issued or transferred, certificates representing the shares owned by such shareholder. When shares are not represented by certificates, then, within a reasonable time after the issuance or transfer of such shares, the bank shall send the shareholder to whom such shares have been issued or transferred a written statement of the information required by applicable law. Unless otherwise provided by applicable law, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

2. Transfer of Shares: Transfers of shares shall be made and recorded on the stock transfer records of the bank only: (i) by the record holder thereof or by his, her or its duly authorized agent, transferee or legal representative; and (ii) in the case of certificated shares, upon the surrender of the certificate thereof, which shall be cancelled before a new certificate or uncertificated shares shall be issued. No transfer of shares shall be valid as against the bank for any purpose until it shall have been made and recorded on the stock transfer records of the bank by an entry showing from and to whom transferred.

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3. Lost, Stolen or Destroyed Certificates: The Board of Directors may authorize the issuance of a new share certificate in place of a certificate claimed to have been lost, stolen or destroyed, upon receipt of a written statement of such fact from the person claiming that the certificate has been lost, stolen or destroyed. When authorizing such issuance of a new certificate, the Board may require the claimant or his, her or its legal representative to give the bank a bond in such sum and with such surety or other security as the Board may direct to indemnify the bank against loss from any claim with respect to the certificate claimed to have been lost, stolen or destroyed; or the Board may, by resolution, authorize the issuance of the new certificate without requiring such a bond.

ARTICLE VIII

Indemnification of Officers and Directors

1. Right to Indemnification: Any person who at any time hereafter serves or heretofore has served: (i) as an officer, director or advisory director of the bank; (ii) at the request of the bank as a director, advisory director, officer, partner, or trustee (or in any position of similar authority, by whatever title known) of any other foreign or domestic corporation, partnership, joint venture, trust or other enterprise; or (iii) as a trustee or administrator under any employee benefit plan, shall have a right to be indemnified by the bank to the fullest extent permitted by law against:

(a) All liability and expenses, including without limitation costs and expenses of litigation and reasonable attorney’s fees, actually and reasonable incurred by him or her in connection with or as a consequence of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including appeals, and whether or not brought by or on behalf the bank or by or on behalf of any third party, outsider or any other person, seeking to hold him or her liable by reason of or arising out of his or her status or his or her activities in any of the foregoing capacities; and

(b) Liability incurred by him or her for any judgments, money decrees, fines, penalties or amounts paid in settlement in connection with or as a consequence of any action, suit or proceeding described in (a) above;

provided, however, the bank shall not indemnify or agree to indemnify any person against any liability or expenses he or she may incur on account of his or her activities which were at the time taken known or believed by him or her to be clearly in conflict with the best interest of the bank.

2. Recovery of Expenses: Any person entitled to indemnification under this Article shall be entitled to recover from the bank his or her reasonable costs, expenses and attorneys’ fees incurred in connection with enforcing his or her right to indemnification.

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3. Advancement of Expenses: Expenses incurred by a director, advisory director or officer of the bank in defending an action, suit or proceeding described above shall, at the request of such director, advisory director or officer, and subject to authorization by the Board, be paid by the bank in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director, advisory director or officer to repay such amount unless it shall ultimately be determined that he or she is entitled to indemnification from the bank under this Article or otherwise.

4. Reliance: Any person who at any time after the adoption of this Article serves or has served in any of the capacities described in Section 1 herein for or on behalf of the bank shall be deemed to be doing so and to have done so in reliance upon, and as consideration for, the rights provided herein. Such rights shall inure to the benefit of the heirs and legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provisions of this Article.

5. Amendment: Any amendment, alteration, repeal or other change hereof limiting or restricting in any way the rights, fixed or contingent, granted hereunder shall operate prospectively only and shall not prejudice, defeat or impair any rights of any person existing at the time of such amendment, alteration, repeal or other change.

6. No Limitation on Other Rights to Indemnification: If this Article or any portion hereof shall be invalidated on any ground by any court or agency of competent jurisdiction, then the bank shall nevertheless indemnify each person described in Section 1 herein to the full extent permitted by the portion of this Article that is not invalidated and also to the full extent permitted or required by other applicable law.

7. Nonexclusivity: The entitlements to advancement of expenses and/or indemnification provided for in this Article VIII are nonexclusive and are separate from any similar rights provided under any law, agreement or otherwise.

ARTICLE IX

General Provisions

1. Dividends: The Board of Directors may from time to time declare, and the bank may pay, distributions and share dividends to its sole shareholder in the manner and upon the terms and conditions provided by N.C.G.S. §53C-4-7 and other applicable law.

2. Seal: The seal of the bank shall be in any form approved from time to time or at any time by the Board of Directors.

3. Fiscal Year: Unless otherwise ordered by the Board of Directors, the fiscal year of the bank shall be from January 1 to December 31.

4. Amendments: Except as otherwise provided by applicable law or in the articles of incorporation or the bylaws, the Board of Directors of the bank shall have the authority, without the assent or vote of the bank’s sole shareholder, to adopt, make, alter, amend and/or rescind the bylaws or any bylaw of the bank. The bank’s sole shareholder may amend or repeal the bank’s bylaws even though the bylaws may also be amended or repealed by the Board of Directors.

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5. Voting of Shares of Other Corporations: Except as otherwise directed by the Board of Directors of the bank or required by applicable law, shares of other corporations and associations held by the bank shall be voted in the manner directed by the Chief Executive Officer, the President, the Chief Operating Officer or any Senior Executive Vice President of the bank. Ail such officers are authorized on behalf of the bank to vote shares of other corporations and associations by proxy and to execute other instruments in connection therewith.

6. Applicability of the North Carolina Business Corporation Act and Chapter 53C of the North Carolina General Statutes: To the extent not inconsistent with or otherwise provided for in these bylaws, management of the bank’s business and regulation of its affairs shall be governed by the provisions of the North Carolina Business Corporation Act and Chapter 53C of the North Carolina General Statutes.

7. Definitions: Unless the context otherwise requires, terms used in these bylaws shall have the meanings assigned to them in the North Carolina Business Corporation Act and Chapter 53C of the North Carolina General Statutes to the extent defined therein. In addition, without limiting the effect of the foregoing, the term “applicable law” used in these bylaws shall refer to any applicable laws, rules or regulations, including the North Carolina Business

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EXHIBIT 6 TO FORM T-1

Section 321(b) Consent

Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended, Truist Bank hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon requests therefor.

	TRUIST BANK
Dated: July 28, 2021	By:	/s/ Gregory Yanok
	Name: Gregory Yanok
	Title: Vice President

EXHIBIT 7 TO FORM T-1

EX-25.3

Exhibit 25.3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

Truist Bank

(Exact name of trustee as specified in its charter)

North Carolina	56-0149200
(Jurisdiction of incorporation if not a U.S. national bank)	(I.R.S. Employer Identification Number)
223 West Nash Street Wilson, NC 27893	27893
(Address of principal executive offices)	(Zip Code)

Gregory Yanok

Vice President

223 West Nash Street

Wilson, NC 27893

(252) 246-4679

(Name, address and telephone number of agent for service)

Delaware	D.R. Horton, Inc.	75-2386963
(State or other jurisdiction of incorporation or organization)	(Exact name of obligor as specified in its charter)	(IRS Employer Identification Number)
1341 Horton Circle Arlington, TX		76011
(Address of principal executive offices)		(Zip Code)

SUBORDINATED DEBT SECURITIES

AND RELATED GUARANTEES

(Title of the indenture securities)

TABLE OF ADDITIONAL CO-OBLIGORS

The following direct and indirect subsidiaries of D.R. Horton, Inc. may guarantee the D.R. Horton Inc. subordinated debt securities. The address, including zip code, and telephone number, including area code, for each of the co-obligors is c/o D.R. Horton, Inc., 1341 Horton Circle Arlington, Texas 76011, (817) 390-8200.

Name of Co-Registrant	Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.
C. Richard Dobson Builders, Inc.	Virginia		54-1082672
CH Investments of Texas, Inc.	Delaware		86-0831611
CHTEX of Texas, Inc.	Delaware		74-2791268
Continental Homes, Inc.	Delaware		86-0515339
Continental Homes of Texas, L.P.	Texas		74-2791904
Continental Residential, Inc.	California		86-0596757
D.R. Horton — CHAustin, LLC	Delaware		47-4632353
D.R. Horton — Colorado, LLC	Delaware		47-4670290
D.R. Horton — Corpus Christi, LLC	Delaware		83-1226448
D.R. Horton — Crown, LLC	Delaware		46-1022394
D.R. Horton — Emerald, Ltd.	Texas		75-2926873
D.R. Horton — Georgia, LLC	Delaware		46-1040657
D.R. Horton — Highland, LLC	Delaware		47-4659972
D.R. Horton — Indiana, LLC	Delaware		47-4681214
D.R. Horton — Iowa, LLC	Delaware		47-4670415
D.R. Horton — Nebraska, LLC	Delaware		83-1257652
D.R. Horton — Permian, LLC	Delaware		47-4645825
D.R. Horton — Regent, LLC	Delaware		46-1018273
D.R. Horton — Terramor, LLC	Delaware		47-4654463
D.R. Horton — Texas, Ltd.	Texas		75-2491320
D.R. Horton — WPH, LLC	Delaware		46-1038842
D.R. Horton — Wyoming, LLC	Delaware		83-1246812
D.R. Horton, Inc. — Birmingham	Alabama		62-1666398
D.R. Horton, Inc. — Chicago	Delaware		75-2795240
D.R. Horton, Inc. — Dietz-Crane	Delaware		75-2926868
D.R. Horton, Inc. — Greensboro	Delaware		75-2599897
D.R. Horton, Inc. — Gulf Coast	Delaware		75-2926872
D.R. Horton, Inc. — Huntsville	Delaware		20-4973832
D.R. Horton, Inc. — Jacksonville	Delaware		75-2460269
D.R. Horton, Inc. — Louisville	Delaware		75-2636512
D.R. Horton, Inc. — Midwest	California		75-2589359
D.R. Horton, Inc. — Minnesota	Delaware		75-2527442
D.R. Horton, Inc. — New Jersey	Delaware		75-2665362
D.R. Horton, Inc. — Portland	Delaware		75-2763765
D.R. Horton, Inc. — Torrey	Delaware		75-2689997
D.R. Horton BAY, Inc.	Delaware		65-1218940
D.R. Horton CA2, Inc.	California		75-2569592
D.R. Horton CA3, Inc.	Delaware		75-2926871
D.R. Horton CA4, LLC	Delaware		47-4619674
D.R. Horton Cruces Construction, Inc.	Delaware		65-1218942
D.R. Horton Hawaii LLC	Delaware		02-0548194
D.R. Horton LA North, Inc.	Delaware		65-1218941
D.R. Horton Los Angeles Holding Company, Inc.	California		75-2589298
D.R. Horton Management Company, Ltd.	Texas		75-2436079
D.R. Horton Materials, Inc.	Delaware		75-2926870

Name of Co-Registrant	Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.
D.R. Horton Serenity Construction, LLC	Delaware		75-2926876
D.R. Horton VEN, Inc.	California		75-2589293
DRH — HWY 114, LLC	Delaware		83-1219778
DRH Cambridge Homes, LLC	Delaware		75-2797879
DRH Construction, Inc.	Delaware		75-2633738
DRH Phoenix East Construction, Inc.	Arizona		86-0533370
DRH Regrem VII, LP	Texas		75-2926874
DRH Regrem XII, LP	Texas		65-1218943
DRH Regrem XIV, Inc.	Delaware		20-4974035
DRH Regrem XV, Inc.	Delaware		20-4974123
DRH Regrem XVI, Inc.	Delaware		20-4974218
DRH Regrem XVII, Inc.	Delaware		20-4974283
DRH Regrem XVIII, Inc.	Delaware		20-4974344
DRH Regrem XIX, Inc.	Delaware		20-4974420
DRH Regrem XX, Inc.	Delaware		20-4974895
DRH Regrem XXI, Inc.	Delaware		20-4975007
DRH Regrem XXII, Inc.	Delaware		20-4975092
DRH Regrem XXIII, Inc.	Delaware		20-4975165
DRH Regrem XXIV, Inc.	Delaware		20-4975234
DRH Regrem XXV, Inc.	Delaware		75-2440439
DRH Regrem XLV, LLC	Delaware		83-1275508
DRH Regrem XLVI, LLC	Delaware		83-1286376
DRH Regrem XLVII, LLC	Delaware		83-1310784
DRH Regrem XLVIII, LLC	Delaware		83-1321463
DRH Regrem XLIX, LLC	Delaware		83-1336183
DRH Regrem L, LLC	Delaware		83-1352262
DRH Regrem LI, LLC	Delaware		83-1368494
DRH Regrem LII, LLC	Delaware		83-1383774
DRH Regrem LIII, LLC	Delaware		83-1401560
DRH Regrem LIV, LLC	Delaware		83-1421468
DRH Regrem LV, LLC	Delaware		83-1433653
DRH Regrem LVI, LLC	Delaware		87-1699563
DRH Regrem LVII, LLC	Delaware		87-1700384
DRH Regrem LVIII, LLC	Delaware		87-1710999
DRH Regrem LIX, LLC	Delaware		87-1711418
DRH Regrem LX, LLC	Delaware		87-1731583
DRH Regrem LXI, LLC	Delaware		87-1732212
DRH Regrem LXII, LLC	Delaware		87-1757426
DRH Regrem LXIII, LLC	Delaware		87-1758028
DRH Regrem LXIV, LLC	Delaware		87-1779564
DRH Regrem LXV, LLC	Delaware		87-1779977
DRH Southwest Construction, Inc.	California		75-2589289
DRH Tucson Construction, Inc.	Delaware		75-2709796
HPH Homebuilders 2000 L.P.	California		68-0368156
KDB Homes, Inc.	Delaware		86-0565376
Lexington Homes — DRH, LLC	Delaware		47-4659801
Meadows I, Ltd.	Delaware		75-2436082
Meadows II, Ltd.	Delaware		51-0342206
Meadows VIII, Ltd.	Delaware		75-2824511
Meadows IX, Inc.	New Jersey		75-2684821
Meadows X, Inc.	New Jersey		75-2684823

Name of Co-Registrant	Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.
Melody Homes, Inc.	Delaware		88-0309544
Pacific Ridge — DRH, LLC	Delaware		46-1030683
Schuler Homes of Arizona LLC	Delaware		99-0350555
Schuler Homes of California, Inc.	California		99-0328127
Schuler Homes of Oregon, Inc.	Oregon		99-0330791
Schuler Homes of Washington, Inc.	Washington		99-0329483
SGS Communities at Grande Quay L.L.C.	New Jersey		22-3481784
SHA Construction LLC	Delaware		86-1002579
SHLR of California, Inc.	California		99-0350554
SHLR of Nevada, Inc.	Nevada		99-0343628
SHLR of Washington, Inc.	Washington		99-0334375
SRHI LLC	Delaware		99-0343629
SSHI LLC	Delaware		91-1842222
Vertical Construction Corporation	Delaware		22-3216488
Walker Drive, LLC	Delaware		47-4681366
Western Pacific Housing — Antigua, LLC	Delaware		95-4750872
Western Pacific Housing — Broadway, LLC	Delaware		95-4850687
Western Pacific Housing — Canyon Park, LLC	Delaware		95-4716219
Western Pacific Housing — Carrillo, LLC	Delaware		95-4815705
Western Pacific Housing — Communications Hill, LLC	Delaware		95-4637162
Western Pacific Housing — Copper Canyon, LLC	Delaware		95-4817406
Western Pacific Housing — Creekside, LLC	Delaware		95-4769848
Western Pacific Housing — Lomas Verdes, LLC	Delaware		95-4783214
Western Pacific Housing — McGonigle Canyon, LLC	Delaware		95-4735759
Western Pacific Housing — Mountaingate, L.P.	California		95-4539564
Western Pacific Housing — Norco Estates, LLC	Delaware		95-4686652
Western Pacific Housing — Pacific Park II, LLC	Delaware		95-4636584
Western Pacific Housing — Park Avenue East, LLC	Delaware		52-2350169
Western Pacific Housing — Park Avenue West, LLC	Delaware		95-4888647
Western Pacific Housing — Playa Vista, LLC	Delaware		95-4879655
Western Pacific Housing — River Ridge, LLC	Delaware		95-4870837
Western Pacific Housing — Terra Bay Duets, LLC	Delaware		95-4878114
Western Pacific Housing — Torrey Meadows, LLC	Delaware		95-4878113
Western Pacific Housing — Torrey Village Center, LLC	Delaware		95-4837541
Western Pacific Housing — Windemere, LLC	Delaware		95-4879656
Western Pacific Housing, Inc.	Delaware		95-4887164
Western Pacific Housing Management, Inc.	California		95-4692688
WPH-Camino Ruiz, LLC	Delaware		95-4802985

Item 1. General information.

Furnish the following information as to the trustee-

(a) Name and address of each examining or supervising authority to which it is subject.

State of North Carolina – Commissioner of Banks

State of North Carolina

Raleigh, North Carolina

Federal Reserve Bank of Richmond

Post Office Box 27622

Richmond, VA 23261

Federal Deposit Insurance Corporation

Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

Based upon an examination of the books and records of the trustee and upon information furnished by the obligors, the obligors are not affiliates of the trustee.

Items 3-15. No responses are included for Items 3 through 15. Responses to those Items are not required because, as provided in General Instruction B the obligors are not in default on any securities issued under indentures under which Truist Bank is a trustee and Truist Bank is not a foreign trustee.

Item 16. List of Exhibits.

List below all exhibits filed as a part of this statement of eligibility; exhibits identified in parentheses are filed with the Commission and are incorporated herein by reference as exhibits hereto pursuant to Rule 7a-29 under the Trust Indenture Act of 1939, as amended, and Rule 24 of the Commission’s Rules of Practice.

1. A copy of the Articles of Incorporation for Truist Bank, as now in effect, is attached as Exhibit 1 to this Form T-1.

2. The authority of Truist Bank to commence business was granted under the Articles of Incorporation for Truist Bank, is incorporated herein by reference to Exhibit 1 of this Form T-1.

3. The authorization to exercise corporate trust powers was granted by the State of North Carolina Commissioner of Banks in the Authority to Act as Fiduciary without Bond Certificate, and is attached as Exhibit 3 to this Form T-1.

4. A copy of the existing By-Laws of Truist Bank, as now in effect, is attached as Exhibit 4 to this Form T-1.

5. Not applicable.

6. The consent of Trustee as required by Section 321(b) of the Trust Indenture Act of 1939, is attached as Exhibit 6.

7. The Current Report of the Condition of Trustee, published pursuant to law or the requirements of its supervising or examining authority, is attached as Exhibit 7.

8. Not applicable.

9. Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, Truist Bank, a banking corporation organized and existing under the laws of the State of North Carolina, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Houston and the State of Texas, on the 28th day of July, 2021.

TRUIST BANK
By:	/s/ Gregory Yanok
Name:	Gregory Yanok
Title:	Vice President

EXHIBIT 1 TO FORM T-1

Articles of Incorporation

NORTH CAROLINA Department of the Secretary of State To all whom these presents shall come, Greetings: I, Elaine F. Marshall, Secretary of State of the State of North Carolina, do hereby certify the following and hereto attached to be a true copy of ARTICLES OF ‘RESTATEMENT OF TRUIST BANK the original of which was filed in this Office on the 4th day of September, 1996. IN WITNESS WHEREOF , 1 have hereunto set my hand and affixed my official seal at the City of Raleigh, this 5th day of May, 2020. Scan to verify online. Secretary of State Certification# 107367927-1 Reference# 16216786- Page: I of 11 Verify this certificate online at http://www.sosnc.gov/verification

OFFICE OF THE COMMISSIONER OF BANKS CERTIFICATE OF AUTHORITY FOR RESTATED ARTICLES OF INCORPORATION I, Hal D. Linger felt, Commissioner of Banks for the State of North Carolina hereby certify that the foregoing RESTATED ARTICLES OF INCORPORATION OF BRANCH BANKING AND TRUST COMPANY, having its principle Office in the City of Winston-S Forsyth County, North Carolina, have been approved by me this date, August 29, 1996, for e purposes of integrating into one document its original Articles of Incorporation and all amendments thereto. Authority to record the Restated Articles of in corporation is hereby granted. Witness my signature and official seal this the 29th day of August, 1996.

ARTICLES OF RESTATEMENT OF BRANCH BANKING AND TRUST COMPANY The undersigned corporation hereby submits these Articles of Restatement for the purpose of integrating into one document its original Articles of incorporation and all amendments thereto l. The name of the corporation is Branch Banking and Trust Company. 2. Attached hereto as Exhibit A are the Restated Articles of Incorporation of Branch ~uo.ng and Trust Company (“Restated Articles “), which contain amendments to the Articles of Incorporation requiring shareholder approval. 3. The Restated Articles of Incorporation of the corporation were adopted by its shareholders on the 2.1J:lflay of June, 1996, in the manner by North Carolina General States, Chapter 55. 4. The Restated Articles are to be effective upon filing. This the 28th day of June, 1996. B Name: Robert E. Greene Title: President

EXHIBIT A 96 2 q 8 9 0 I 2 RESTATED ARTICLES OF INCORPORATION OF BRANCHBANRINGANDTRUSTCO~ANY ARTICLE I The name of the corporation is BRANCH BANKING AND TRUST COMPANY. ARTICLEU Duration The period of duration of the corporation shall be perpetual. ARTICLE ill The purposes for which this corporation is formed are to act as agent to the extent by the laws of the State of North Carolina; to conduct a commercial banking business, a banking business and a trust and fiduciary business and to exercise all such powers as are · to carry on and conduct a general banking and trust business and such other related enterprises as may be incident to or connected therewith and, specifically, to exercise all of the powers conferred upon banking and private corporations by the laws of the State of North Carolina.

ARTICLE IV Capital Stock The corporation shall be authorized to issue five million shares of voting common stock, all a par value of $5.00 per share. ARTICLEV Registered Office 1he address of the registered Office of the corporation is 200 West Second Street, Winston-Salem, Forsyth County, North Carolina 27101 and the name of its registered agent at such address is Jerone C. Hening. ARTICLE VI Incorporators The names and addresses of the incorporators are: Address F.L. Carr 402 South Kincaid Avenue Wilson, NC 27893 John Graves 209 Wilshire Boulevard Wilson, NC 27893 Thome Gregory 1200 Brookside Drive Wilson, NC 27893 G.S. Tucker, Jr. 1415 West Nash Street Wilson, NC 27893 R.P. Watson 1301 Watson Drive Wilson, NC 27893

ARTICLE Vll Bylaws The Board of Directors of the corporation shall have the right and authority to make and adopt such bylaws for the management of the corporation as they shall deem necessary and proper, and shall have the further right and authority to amend, alter, and rescind said bylaws, from time to time as they deem to be in the best interests of the corporation. ARTICLEV Ill Preemptive Rights No holder of stock of the corporation shall be entitled as of right or have any preemptive right to subscribe for or purchase any additional or increased stock of the corporation of any class, whether now or hereafter authorized, or obligations convertible into any class of stock, or stock of any class convertible into stock of any other class, or obligations, stock or other securities carrying warrants or rights to subscribe for stock of the corporation of any class, whether now or hereafter authorized, but any and all shares of stock, bonds, debentures or other securities or obligations, whether or not convertible into stock or carrying warrants entitling the holders thereof to subscribe to stock, may be issued, sold or disposed of from time to time by authority of the Board of Directors of the corporation to such persons, firms or corporations and for such consideration insofar as permitted by law, as the Board of Directors shall from time to time determine.

ARTICLE IX Account. Pursuant to the requirements of the Office of Thrift Supervisions regulations (12 C.F.R. 563b)~ the Corporation shall assume an~ for the period required by such regulations~ maintain the following liquidation accounts initially established and maintained by: First Federal of the Carolinas, F.A., assumed and maintained by BB&T Federal Savings Bank of High Point, and thereafter assumed and maintained by Branch Banking and Trust Company of High Point for the benefit of Branch Banking and Trust Company of High Point’s (as successor to First Federal of the Carolinas, F.A. and BB&T Federal Savings Bank of High Point) savings account holders as of September 30, 1977, as and June 30, 1980 (eligible savers); Home Savings and Loan Association, Inc. and thereafter assumed and maintained by Branch Banking and Trust Company of Durham for the benefit of Branch Banking and Trust Company of Durham’s (as successor to Home Savings and Loan Association, Inc. and BB&T Federal Savings Bank of, Inc.) savings account holders as of September 30, 1985 (“eligible savers’’); Old Stone Bank of North Carolina, a Federal Savings Bank and thereafter assumed by Old Stone Interim Bank (as successor to Old Stone Bank of North Carolina, a Federal Savings Bank) for the benefit of its

savings account holders as of June 30, 1978, as of September 30, 1980 and as of July 31, 1982 (‘‘eligible saver”); Mutual Federal Savings and Loan Association (“Mutual Federal”) and Western Carolina Savings and Loan Association, Inc. (“Western Carolina’’), thereafter by SNB Savings S.S.B., Inc. (“SNB”) Savings (as successor to Mutual Federal and Western Carolina) and thereafter assumed by SNB Interim Bank (as successor to SNB Savings) for the benefit of Mutual Federals savings account holders as of September 29, 1986, and Western Carolinas savings account holders as of March 31, 1987, in each case who continue to maintain such accounts with the corporation (“eligible savers); Gate City Federal Bank, and thereafter assumed by Gate City Bank for the benefit of Gate City Banks (as successor to Gate City Bank) savings account holders as of November 30, 1989, and March 31, 1991 (eligible savers); Albemarle Bank for the benefit of Albemarle Banks (as successor to Albemarle Savings and Loan Association, Inc.) savings account holders as of November 30, 1989, and March 31, 1991 (eligible savers); Peoples Federal Savings Bank of Thomasville and thereafter assumed by Peoples Bank (as successor to Peoples Federal Savings Bank of lbomasville) for the benefit of Peoples Bank’s savings account holders as of April 30, 1991 (“eligible savers”);

NORTH CAROLINA Department of the Secretary of State To all whom these presents shall come, Greetings: I, Elaine F. Marshall, Secretary of State of the State of North Carolina, do hereby certify the following and hereto attached to be a true copy of ARTICLES OF ‘RESTATEMENT OF TRUIST BANK the original of which was filed in this Office on the 4th day of September, 1996. IN WITNESS WHEREOF , 1 have hereunto set my hand and affixed my official seal at the City of Raleigh, this 5th day of May, 2020. Scan to verify online. Secretary of State Certification# 107367927-1 Reference# 16216786- Page: I of 11 Verify this certificate online at http://www.sosnc.gov/verification

Citizens Savings Bank and thereafter assumed by Citizens Interim Bank (as successor to Citizens Savings Bank) for the benefit of Citizens’ savings account holders as of April 15, 1982 (“eligible savers”); Citizens Savings Bank of Mooresville and thereafter assumed by Citizens Interim Bank of Mooresville (as successor to Citizens Savings Bank of Mooresville) for the benefit of Citizens Savings Bank’s savings account holders as of December 23, 1993 (“eligible savers”); and Mutual Savings Bank of County and thereafter assumed by Mutual Interim Bank (as successor to Mutual Savings Bank of Rockingham County) for the benefit of Mutual Savings Bank’s savings account holders as of October 29, 1993 (“eligible savers’’); In the event of a complete liquidation of the Corporation, it shall comply with the above-cited Of face of Thrift Supervision regulations with respect to the amount and the priorities on liquidation of each of the eligible savers’ inchoate interest in the appropriate liquidation account, to the extent such accO\m.t is still in existence; provided. that an eligible saver’s inchoate interest in a liquidation account shall not entitle such eligible saver to any voting rights at meetings of the stockholders of the Corporation.

ARTICLES Xll Limitation of Director’s Liability To the fullest extent permitted by the North Carolina Business Corporation Act as it exists or may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation, its shareholders or otherwise for monetary damages for breach of his duty as a director. Any repeal or modification of this Article shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification. The limitation of liability provided for in this paragraph shall not apply to acts or omissions which would be contrary to the provisions of Chapter 53 of the North Carolina General Statutes (or any successor statute). This the 28th day of June, 1996. COMPANY Name: Robert E. Greene Title: Pres ident

NORTH CAROLINA Department of the Secretary of State To all whom these presents shall come, Greetings: I, Elaine F. Marshall, Secretary of State of the State of North Carolina, do hereby certify the following and hereto attached to be a true copy of ARTICLES OF AMENDMENT OF TRUISTBANK the original of which was filed in this of face on the 22nd day of December, 2008. IN WITNESS WHEREOF , 1 have hereunto set my hand and affixed my of facial seal at the City of Raleigh, this 5th day of May, 2020. Scan to verify online. Secretary of State Certification# 107367928-1 Reference# 16216786- Page: I of 12 Verify this certificate online at http://www.sosnc.gov/verification

SOSID: 0023695 Date Filed: 12/22/2008 4:30:00 PM Elaine F. Marshall North Carolina Secretary of State C200835700860 State of North Carolina Department of the Secretary of State ARTICLES OF AMENDMENT BUSINESS CORPORATION Pursuant to §55-10-06 of the General Statutes of North Carolina, the undersigned corporation hereby submits the following of Amendment for purpose of amending of Incorporation. I. The name of the corporation is: Branch Banking and Trust Company 2. Tile text of each amendment adopted is as follows (Stole below or): See Annex A attached hereto. 3. If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment, if not contained in the amendment ilself, are as follows: Not applicable. 4. The date of adoption . of each was December 18 ------------------ 2008 ns follows;... · -----· 5. (Check either 11, b, c, or d, whichever is applicable) a. __The amendment(s) was (wert) duly adopted by the incorporators prior to the issuance of shares. b.__ The : (s) was (were) duly adopted by the board of directors to the issuance of shares. c. __The amendment(s) was (were) duly adopted by the board of directors without shareholder action as shareholder action wins not required (set forth a brief explanation of why shareholder action was not required.) d. X The amendment(s) was (were) approved by shareholder, and such shareholder 11pproval was obtained as required by Chapter 55 of the North Carolina General Statutes. CORPORATIONS DIVISION P. 0 . BOX 29622 RALEIGH, NC 27626-0622 (Revised January 2002) (Form 0·02)

ARTICLES OF AMENDMENT Pagc2 6. These will be effective upon filing, unless a delayed lime and dale is Not applicable. This, 20_o_&_ Branch Banking and Trust Company Name of Corpor11tion Christopher L. Henson, Chief Financial Officer Type or Print Name and Title NOTES: I. riling fee is SSO. This must be with the Secretory of State. CORPORATIONS DIVISION P. 0. BOX 29622 RALEIGH, NC 27626-0622 (Revised January 2002) (Form B-02) NC:(JCIS • OOIN1C.VIl

ANNEXA BRANCH BANKING AND TRUST COMPANY AMENDMENT NO. 1 TO THE RESTATED ARTICLES OF INCORPORATION This Amendment No. 1 (this “Amendment”) amends the Restated Articles of Incorporation (the “Original Articles “) of Branch Banking and Trust Company (the “corporation”) here of ore in effect. I. The Original Articles are hereby amended as follows: A. Article IV of the Original Articles is hereby deleted in its entirety and replaced with the following: ARTICLE IV Capital Stock The authorized number of shares of stock of the corporation is five million, two thousand, nine hundred shares of stock, of which five million are classified as shares of voting common stock, all of one class, having a par value of $5.00 per share (the “Common Stock”) and two thousand, nine hundred are classified as shares of Series A Noncumulative Perpetual Preferred Stock, $0.0 I par value per share (the “Series A Preferred Stock”).” B. The following new Section 4.0 I is hereby added: “Section 4.0 1. Series A Preferred Stock. in addition to such matters specified elsewhere in this Article IV, the Series A Preferred Stock shall have the following powers, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions: (a) · Designation and Amount. The shares of Preferred Stock shall be designated as the Series A Noncumulative Perpetual Preferred Stock, and the number of shares constituting the Series A Preferred Stock shall be two thousand, nine hundred (2,900). The liquidation preference of the Series A Preferred Stock shall be $1,000,000 per share (the “Series A Liquidation Value”). (b) Rank. The Series A Preferred Stock shall, with respect to dividend rights and upon liquidation, dissolution and winding up of the corporation, rank (i) senior to all classes and series of Common Stock of the corporation and to all classes and series of capital stock of the corporation now or hereafter authorized, issued or outstanding, which by their terms expressly provide that they are junior to the Series A Preferred Stock as to dividend distributions and distributions upon

the liquidation, dissolution or winding up of the corporation, or which do not specify their rank (collectively with the Common Stock, the “Series A Junior Securities”); (ii) on a parity with each other class of capital stock or series of preferred stock issued by the corporation after the date hereof , the terms of which specifically provide that such class or series will rank on a parity with the Series A Preferred Stock as to dividend distributions and distributions upon the liquidation, dissolution or winding up of the corporation (the “Series A Parity Securities”); and (iii) junior to each other class of capital stock or series of preferred stock issued by the corporation after the date hereof , the terms of which specifically provide that such class or series will rank senior to the Series A Preferred Stock as to dividend distributions and distributions upon the liquidation, dissolution or winding up of the corporation (collectively, the “Series A Senior Securities”). (c) Dividends. Dividends are payable on the Series A Preferred Stock as follows: (i) The holders of shares of the Series A Preferred Stock in preference to the Series A Junior Securities shall be entitled to receive, out of funds legally available for that purpose, when, as, and if declared by the Board of Directors of the corporation, dividends payable in cash at the annual rate of five percent (5%) of the Series A Liquidation Value (the “Series A Dividend Rate”). (ii) Dividends on the Series A Preferred Stock shall be noncumulative. Dividends not paid on any Series A Dividend Payment Date shall not accumulate thereafter. Dividends shall accumulate from the first day of any Series A Dividend Period to but excluding the immediately succeeding Series A Dividend Payment Date. Dividends, if and when declared, shall be payable in arrears in cash on each Series A Dividend Payment Date of each year with respect to the Series A Dividend Period ending on the day immediately prior to such Series A Dividend Payment Date at the Series A Dividend Rate to holders of record at the close of business on the applicable Record Date, commencing on March 15, 2009 with respect to any shares of Series A Preferred Stock issued prior to that Series A Dividend Payment Date; provided that dividends payable on the Series A Preferred Stock on the Series A Dividend Payment Date immediately following the first Series A Dividend Period following the Issue Date (and any dividend payable for a period less than a full quarter period) shall be prorated for the period and computed on the basis of a 360-day year of twelve 30-day months and the actual number of days in such Series A Dividend Period; and provided, further, that dividends payable on the initial Series A Dividend Payment Date following the Issue Date shall include any accumulated and unpaid dividends on the Fixed Rate Exchangeable Non-cumulative Perpetual Series C Preferred Stock of Realty Corporation exchanged for the Series A Preferred Stock as of the Exchange Date for the then current

dividend period. Dividends on such Series A Preferred Stock shall be paid only in cash. (iii) No dividends on shares of Series A Preferred Stock shall be declared by the Board of Directors or paid or set apart for payment by the Board of Directors or paid or set apart for payment by the corporation if such declaration or payment shall be restricted or prohibited by law. (iv) Holders of shares of Series A Preferred Stock shall not be entitled to any dividends in excess of full dividends declared, as herein provided, on the shares of Series A Preferred Stock. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment on the shares of Series A Preferred Stock that may be in arrears. (v) (A) So long as any shares of Series A Preferred Stock are outstanding, no dividends (other than dividends or distributions paid in shares of , or options, warrants or rights to subscribe for or purchase shares of , Series A Junior Securities and other than as provided in clause (B) below) shall be declared, paid or set aside for payment or other distribution upon any Series A Junior Securities or any other Series A Parity Securities, nor shall any shares of any Series A Junior Securities or any other Series A Parity Securities be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or set aside or made available for a sinking fund for the redemption of any shares of any such stock) by the corporation (except by conversion into or exchange for shares of , or options, warrants or rights to subscribe for or purchase, Series A Junior Securities) unless, in each case, the full dividends on all outstanding shares of the Series A Preferred Stock shall have been declared and paid, when due, for the Series A Dividend Period, if any, terminating on or immediately prior to the date of payment in respect of such dividend, distribution, redemption, purchase or acquisition. (B) When dividends for any Dividend Period are not paid in full, as provided in clause (A) above, on the shares of the Series A Preferred Stock or any other Series A Parity Securities, dividends may be declared and paid on any such shares for any dividend period therefor, but only if such dividends are declared and paid pro rata so that the amount of dividends declared and paid per share on the shares of the Series A Preferred Sock and any other Series A Parity Securities, in all cases shall bear to each other the same ratio that the amount of unpaid dividends per share on the shares of the Series A Preferred Stock for such Series A Dividend Period and such other Series A Parity Securities for the corresponding dividend period bear to each other. (d) Liquidation Preference.

(i) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the corporation, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the corporation available for distribution to its shareholders an amount in cash equal to the Series A Liquidation Value for each share outstanding, plus an amount in cash equal to the unpaid dividends thereon for the then current Series A Dividend Period, whether or not earned or declared, before any payment shall be made or any assets distributed to the holders of Series A Junior Securities. If the assets of the corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Series A Preferred Stock and any Series A Parity Securities, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amount to which the holders of outstanding shares of Series A Preferred Stock and the holders of outstanding shares of such Series A Parity Securities are entitled were paid in full. (ii) For the purpose of this Section 4.0 I (d), neither the voluntary sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the corporation, nor the consolidation or merger of the corporation, shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the corporation, unless such voluntary sale, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the corporation. (e) Redemption. The Series A Preferred Stock shall be redeemable at any time, in whole or in part, at the option of the corporation, but with the consent of the FDIC and any other appropriate regulatory authorities, if required, for cash out of any source of funds legally avai !able, at a redemption price to 100% of the Series A Liquidation Value per share plus unpaid dividends thereon accumulated since the immediately preceding Series A Dividend Payment Date (the “Series A Redemption Price”). Any date of such redemption is referred to as the “Series A Redemption Date.” If fewer than all the outstanding shares of Series A Preferred Stock are to be redeemed, the corporation will select those to the redeemed by lot or pro rata or by any other method as may be determined by the Board of Directors to be equitable. The Series A Preferred Stock is not subject to any sinking fund. (f) Procedure for Redemption. (i) Upon redemption of the Series A Preferred Stock pursuant to Section 4.0l(e) hereof , notice of such redemption (a “Series A Notice of Redemption”) shall be mailed by first-class mail, postage prepaid, not less than ten {1 0) days nor more than twenty (20) days prior to the Series A

Redemption Date to the holders of record of the shares to be redeemed at their respective addresses as they shall appear in the records o f the corporation; provided, however, that failure to give such notice or any defect therein or in the mailing thereof shall not affect the validity of the proceeding for the redemption of any shares so to be redeemed except as to the holder to whom the corporation has failed to give such notice or except as to the holder to whom notice was defective. Each such notice shall state: (A) the Series A Redemption Date; (B) the Series A Redemption Price; (C) the aggregate Series A Liquidation Value to be redeemed; (D) that on the Series A Redemption date, the applicable Series A Redemption Price will become due and payable upon each share of Series A Preferred Stock to be redeemed and that dividends will cease to accrue on and after such Series A Redemption Date; (E) the place or places where certificates for such shares are to be surrendered for payment of the Series A Redemption Price; and (F) the CUSIP number of the shares being redeemed, if any. (ii) If a Series A Notice of Redemption shall have been given as aforesaid and the corporation shall have deposited on or before the Redemption Date a sum sufficient to redeem the shares of Series A Preferred Stock as to which a Series A Notice of Redemption has been given in trust with the Transfer Agent with irrevocable instructions and authority to pay the Series A Redemption Price to the holders thereof , or if no such deposit is made, then upon the Series A Redemption Date (unless the corporation shall default in making payment of the Series A Redemption Price), all rights of the holders thereof as shareholders of the corporation by reason of the ownership of such shares (except their right to receive the Series A Redemption Price thereof without interest) shall cease and terminate, and such shares shall no longer be deemed outstanding for any purpose. The corporation shall be entitled to receive, from time to time, from the Transfer Agent the interest, if any, earned on such moneys deposited with it, and the holders of any shares so redeemed shall have no claim to any such interest. In case the holder of any shares of Series A Preferred Stock so called for redemption shall not claim the Series A Redemption Price for its shares within twelve ( 12) months after the related Series A Redemption Date, the Transfer Agent shall, upon demand, pay over to the corporation such amount remaining on deposit, and the transfer Agent shall thereupon be relieved of all responsibility to the holder of such shares, and such holder shall look only to the corporation for payment thereof . (iii) Not later than 1:30 p.m., Eastern Standard Time, on the Business Day immediately preceding the Series A Redemption Date, the corporation shall irrevocably deposit with the Transfer Agent sufficient funds for the payment of the Series A Redemption Price for the shares to be redeemed on the Series A Redemption Date and shall give the Transfer Agent irrevocable instructions to apply such funds, and, if applicable and

so specified in the instructions, the income and proceeds therefrom, to the payment of such Series A Redemption Price. The corporation may direct the Transfer Agent to invest any such available funds, provided that the proceeds of any such investment will be available to the Transfer Agent in Winston-Salem, North Carolina at the opening of business of such Series A Redemption Date. (iv) Except as otherwise expressly set forth in this Section 4.01(f), nothing contained in these Amended and Restated Articles of Incorporation shall limit any legal right of the corporation to purchase or otherwise acquire any shares of Series A Preferred Stock at any price, whether higher or lower than the Series A Redemption Price, in private negotiated transactions, the over-the-counter market or otherwise with the prior approval of the FDIC or the Commissioner (if required). (v) If the corporation shall not have funds legally available for the redemption of all of the shares of Series A Preferred Stock on any Series A Redemption Date, the corporation shall redeem on the Series A Redemption Date only the number of shares of Series A Preferred Stock as it shall have legally available funds to redeem, as in an equitable manner, and the remainder of the shares of Series A Preferred Stock shall be redeemed, at the option of the corporation, on the earliest practicable date next following the day on which the corporation shall first have funds legally available for the redemption of such shares. (g) Reacquired Shares. Shares of the Series A Preferred Stock that have been redeemed, purchased or otherwise acquired by the corporation are not subject to reissuance or resale as shares of Series A Preferred Stock and shall be held in treasury. Such shares shall revert to the status of authorized but unissued shares of preferred stock, undesignated as to series, until the Board of Directors of the corporation shall designate them again for issuance as part of a series. (h) Voting Rights. Except as otherwise required by applicable law, the holders of Series A Preferred Stock shall not have any voting rights.” C. The following new Section 4.02 is hereby added: “Section 4.02. Definitions. For the purpose of Section 4.0 I hereof , the following terms shall have the meanings indicated: “Business Day” means a day on which the banking institutions in Winston-Salem, North Carolina are open for business and are not authorized or required by law or executive order to close. “corporation” means Branch Banking and Trust Company, a state bank chartered under the laws of the State of North Carolina.

“Dividend Payment Date” means a Series A Dividend Payment Date. “Exchange Date” means any date on which the Fixed Rate Exchangeable Non-cumulative Perpetual Series C Preferred Stock of Realty Corporation is exchanged for the Series A Preferred Stock. “FDIC” means the Federal Deposit Insurance Corporation, or any successor thereto. “Issue Date” means the first date on which shares of Series A Preferred Stock are issued. “Person” means any individual, firm, bank or other entity and shall include any successor (by merger or otherwise) of such entity. “Record Date” means the first day of the month in which the applicable Dividend Payment Date falls for dividends declared by the Board of Directors. “Series A Dividend Payment Date” means March 15, June 15, September 15, and December 15 of each year. “Series A Dividend Period’ is the period from a Series A Dividend Payment Date to, but excluding, the next succeeding Series A Dividend Payment date, except that the initial Series Dividend Period shall commence on the date of the original issuance of shares of Series A Preferred Stock. “Series A Dividend Rate” has the meaning set forth in Section 4.0 I (c)(i). “Series A Junior Securities” has the meaning set forth in Section 4.0 I (b) hereof . “Series A Liquidation Value” has the meaning set forth in Section 4.01 (a) hereof . “Series A Notice of Redemption” has the meaning set forth in Section 4.01 (t)(i) hereof . “Series A Parity Securities” has the meaning set forth in Section 4.01(b) hereof . “Series A Preferred has the meaning set forth in Section 4.01 (a) hereof . “Series A Redemption Date” has the meaning set forth in Section 4.01 (e) hereof . “Series A Redemption Price” has the meaning set forth in Section 4.0 I (e) hereof . “Series A Senior Securities” has the meaning set forth in Section 4.0 1(b) hereof . “Transfer Agent” means a bank or trust company as may be appointed from time to time by the Board of Directors of the corporation, or a committee thereof , to act as transfer agent, paying agent and registrar of the Series A Preferred Stock.”

D. The following new section 4.03 is hereby added: “Section 4.03. Common Stock. The Common Stock shall be subject to the terms of the Series A Preferred Stock and any Series A Parity Securities and Series A Senior Securities (collectively, the “Preferred Securities”) and the express terms of any series thereof . Each share of Common Stock shall be equal to every other share of Common Stock and the holders thereof shall be entitled to one vote for each share of Common Stock on all questions presented ·to the shareholders. Subject to any rights to receive dividends to which the holders of the outstanding Preferred Securities may be entitled, the holders of shares of Common Stock shall be entitled to receive Dividends, if and when declared, payable from time to time by order of the Board of Directors from funds legally available therefor.”

OFFICE OF THE COMMIS SIONER OF BANKS CERTIFICAT E OF AUTHORITY FOR ARTICLES OF AMENDMENT Branch Banking and Trust Company, a North Carolina state-chartered bank headquartered in Winston-Salem, Forsyth County, North Carolina, has submitted to me as Commissioner of Banks for the State of North Carolina Articles of Amendment, for the purposes of allowing Branch Banking and Trust Company to issue Series A Preferred Stock. I hereby certify that Branch Banking and Trust Company is a North Carolina chartered bank in good standing with the Office of the Commissioner of Banks which is permitted by law to effect the said amendment for the purpose herein stated. Authority to file the Articles of Amendment is, therefore, granted effective on the date and at the time specified therein. This the 22nd day of December, 2008.

NORTH CAROLINA Department of the Secretary of State To all whom these presents shall come, Greetings: I, Elaine F. Marshall, Secretary of State of the State of North Carolina, do hereby certify the following and hereto attached to be a true copy of ARTICLES OF AMENDMENT OF TRUISTBANK the original of which was filed in this office on the 6th day of December, 2019. IN WITNESS WHEREOF , 1 have hereunto set my hand and affixed my official seal at the City of Raleigh, this 5th day of May, 2020. Scan to verify online. Secretary of State Certification# 107367929-1 Reference# 16216786- Page: I of 5 Verify this certificate online at http://www.sosnc.gov/verification

SOSID: 0023695 Date Filed: 12/6/2019 9:03:00 AM Effective: 1217/2019 Elaine F. Marshall State of North Carolina North Carolina Secretary’ of State C2019 340 OOU39 Department of the Secretary of State ARTICLES OF AMENDMENT BUSINESS CORPORATION Pursuant to §55-10-06 of the General Statutes of North Carolina, the undersigned corporation hereby submits the following Articles of Amendment for the purpose of amending its Articles of Incorporation. I. The name of the corporation is: Branch Banking and Trust Company 2. The text of each amendment adopted is as follows (State below or attach): Please see attached. 3. If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment, if not contained in the amendment itself, are as follows: 4. The date of adoption of each amendment was as follows·;_D_e_c_e_m_b_e_r_3 : , _2_0_1_9______________ _ 5. (Check either a, b, c, or d, whichever is applicable) The amendment(s) was (were) duly adopted by the incorporators prior to the issuance of shares. amendment(s) was (were) duly adopted by the board of directors prior to the issuance of shares. The amendment(s) was (were) duly adopted by the board of directors without shareholder action as shareholder action was not required because (set forth a brief explanation of why shareholder action was not required) The amendment(s) was (were) approved by shareholder action, and such shareholder approval was obtained as required by Chapter 55 of the North Carolina General Statutes. · BUSINESS REGISTRATION DIVISION P. 0. BOX 29622 RALEIGH, NC 27626-0622 (Revised July 2017) {Form B-02)

ARTICLES OF AMENDMENT Page2 6. These Articles will be effective upon filing, unless a delayed time and date is specified: 12:06 AM EST on December 7, 2019. This the day or December____ __J 20 19 Branch Banking and Trust Company ‘ Name of Corporation 0 Signature Type or Print Name and Title NOTES: 1. Filing fee is $50. This document must be filed with the Secretary of State. BUSINESS Registration DIVISION P. 0. BOX 29622 RALEIGH, NC 27626-0622 (Revised July 201 7) (FormB-02)

ARTICLES OF AMENDMENT OF BRANCH BANKING AND TRUST COMPANY The undersigned corporation hereby submits these Articles of Amendment in accordance with Section 55-I 0-03 and 55-l 0-06 of the North Carolina Business Corporation Act for the purpose of amending its Articles of Incorporation: I. The name of the corporation is: Branch Banking and Trust Company. 2. The following text will replace the current text of ARTICLE 1 in its entirety: The name of the Corporation is Truest Bank. 3. The amendment does not provide for an exchange, reclassification or cancellation of issued shares. 4. The amendment was approved by the sole shareholder of the corporation on December 3, 2019, in accordance with Section 55-10-03 of the North Carolina Business Corporation Act. S. These Articles of Amendment will be effective at 12:06 a.m. on December 7;2019. This is the 6th day of December, 2019. BRANCH BANKING AND TRUST COMPANY

OFFICE OF THE COMMISSIONER OF BANKS CERTIFICATE OF Authority FOR ARTICLES OF AMENDMENT I, Stephanie Ryals, Chief Deputy Commissioner of Banks for the State of North Carolina, hereby certify that the foregoing ARTICLES OF AMENDMENT of Branch Banking and Trust Company, having its principal office in Charlotte,. Mecklenburg County, North Carolina, were approved by the Office of the Commissioner of Banks for filing at the Office of the Secretary of State. Authority to record the Articles of Amendment is hereby granted. This the 26th day of November, 2019. ~~0n~ Chief Deputy Commissioner of Banks

EXHIBIT 3 TO FORM T-1

Authorization to Exercise Corporate Fiduciary Powers

EXHIBIT 4 TO FORM T-1

Bylaws

BYLAWS OF TRUIST BANK

As Amended and Restated, Effective December 7, 2019

ARTICLE I

Offices

1. Principal Office: The principal office of Truist Bank (the “bank”) shall be located at 214 N. Tryon Street, Charlotte, North Carolina, or at such other place as the Board of Directors may fix from time to time.

2. Registered Office: The bank shall maintain a registered office or registered offices at such place or places as may be required by applicable law.

3. Other Offices: The bank may have offices at such other places as the Board of Directors may from time to time determine, or as the affairs of the bank may require.

ARTICLE II

Meetings of Sole Shareholder

1. Place of Meetings: All meetings of the bank’s sole shareholder, Truist Financial Corporation, shall be held at the principal office of the bank, or at such other place, either within or without the State of North Carolina, as shall, in each case, be fixed by the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Secretary or the Board of Directors and designated in the notice of the meeting.

2. Annual Meetings: The annual meeting of the bank’s sole shareholder shall be held on such date and at such time as may be designated by the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Secretary or the Board of Directors for the purpose of the election of directors and for the transaction of such other business as may properly come before the meeting.

3. Substitute Annual Meeting: If the annual meeting shall not be held on the day designated by these bylaws, a substitute annual meeting may be called in accordance with the provisions of this Article relating to special meetings. A meeting so called shall be designated and treated for all purposes as the annual meeting.

4. Special Meetings: Except as otherwise provided by any applicable law, special meetings of the bank’s sole shareholder may be called at any time by the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Secretary or the Board of Directors of the bank.

5. Notice of Meetings; Waiver:

(a) Written, printed or electronically transmitted notice of a meeting stating the date, time and place of the meeting shall be delivered to the bank’s sole shareholder not fewer than 10 nor more than 60 days before the date thereof, by or at the direction of the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Secretary or the Board of Directors.

(b) In case of an annual or substitute annual meeting, the notice of meeting need not specifically state the business to be transacted at the meeting, unless a description of the matter is required by the provisions of applicable law. In the case of a special meeting, the notice of meeting shall specifically state the purpose or purposes for which the meeting is called.

(c) The bank’s sole shareholder may waive notice of any meeting before or after the date and time stated in the notice. The waiver must be in writing, signed by the shareholder and delivered to the bank for inclusion in the minutes or filing with the corporate records. Attendance at a meeting by the sole shareholder waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.

6. Proxies: Shares may be voted either in person or by one or more proxies authorized by a written appointment of proxy signed by the bank’s sole shareholder.

7. Action without Meeting: Any action that is required or permitted to be taken at a meeting of the sole shareholder may be taken without a meeting if a written consent, setting forth the action so taken, shall be signed by the sole shareholder, and delivered to the bank for inclusion in the minutes or filing with the corporate records.

8. Conduct of Meetings:

(a) Unless determined otherwise by the Board of Directors, the Chief Executive Officer of the bank shall act as chairman at all meetings of the sole shareholder and the Secretary or an Assistant Secretary of the bank shall act as secretary at all meetings of sole shareholder.

(b) The Board of Directors or, in its absence, the chairman of the meeting may, to the extent not prohibited by applicable law, establish such rules or regulations for the conduct of meetings of the sole shareholder as the Board or the chairman, as the case may be, shall deem necessary, appropriate or convenient.

ARTICLE III

Directors

1. General Powers: All corporate powers shall be exercised by or under the authority of, and the business, affairs and operations of the bank shall be managed by or under the direction of, the Board of Directors, except as otherwise provided by applicable law or in the articles of incorporation or bylaws.

2. Number, Term, and Qualification: The Board shall consist of not less than five nor more than thirty members and the number of members shall be fixed and determined from time to time by a resolution of the majority of the full board or by resolution of the sole shareholder. Each director shall be elected to serve a term of one year, with each director’s term to expire at the annual meeting next following the director’s election as a director. Each director

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shall hold office until his or her death, resignation, retirement, removal, disqualification, or his or her successor is elected and qualified. Unless otherwise permitted by applicable law, not less than three-fourths of the directors shall be citizens of the United States of America and satisfy the eligibility requirements for bank directors imposed by federal law and Chapter 53C of the North Carolina General Statutes or any successor thereto. In addition, a director must do either of the following: (i) appoint an agent in Wake County, North Carolina, for service of process; or (ii) consent, on a form satisfactory to the North Carolina Commissioner of Banks, to the following: that the North Carolina Commissioner of Banks may serve as the director’s agent for service of process and that the director consents to jurisdiction in Wake County, North Carolina, but only for purposes of any action or proceeding brought by the North Carolina Commissioner of Banks.

3. Election of Directors: Except as provided in Section 5 of this Article, directors shall be elected by the sole shareholder of the bank.

4. Removal: Any director may be removed from office by the bank’s sole shareholder with or without cause.

5. Vacancies: A vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by a majority of the remaining directors. The bank’s sole shareholder may elect a director at any time to fill a vacancy not filled by the directors. In addition, at any meeting of the sole shareholder, the shareholder may authorize not more than two additional directorships which may be left unfilled to be filled in the discretion of the Board during the interval between shareholders’ meetings. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

6. Compensation: The Board of Directors may compensate non-management directors for their services as such and may provide for the payment of expenses incurred by all directors, as appropriate, in connection with such services.

7. Director Retirement: A director, upon reaching age seventy-five, shall retire as a director effective as of the end of that calendar year without any further action by the sole shareholder or the Board of Directors.

8. Chairman of the Board; Vice Chairmen: There shall be a Chairman of the Board of Directors elected by the directors from their members. The Chairman may also be the Chief Executive Officer of the bank. The Chairman shall preside at all meetings of the Board of Directors and shall perform such other duties as may be incident to the office of Chairman or as may be directed by the Board. There may also be one or more Vice Chairmen of the Board of Directors elected by the directors from their members. Such Vice Chairman or Vice Chairmen shall perform such other duties as may be incident to the office of Vice Chairman or as may be directed by the Board.

9. Executive Committee: The Board of Directors shall appoint an Executive Committee composed of not less than three members of the Board. The Executive Committee shall have such powers and duties as may be stated in its charter, if any, or as may be prescribed from time to time by the Board, subject to any restrictions imposed by applicable law. Without limiting the foregoing, to the extent permitted by applicable law and authorized by the Board of Directors, the Executive Committee shall have and may exercise, during the intervals between the meetings of the Board, all the powers and authority of the Board of Directors in the management of the business affairs and operations of the bank.

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10. Audit Committee: The Board of Directors shall appoint an Audit Committee, composed solely of not less than three independent directors. Members of the Audit Committee shall be elected by a majority of the Board and in compliance with Section 363 of the Federal Deposit Insurance Corporation Rules and Regulations. The Audit Committee shall have such powers and duties as may be stated in its charter or as may be prescribed from time to time by the Board, subject to any restrictions imposed by applicable law.

11. Other Committees: The Board of Directors may appoint such other committees of the Board (including a Trust Committee, a Compensation Committee, a Risk Committee and a Loan Committee) as: (i) the Board shall deem appropriate for the safe and sound operation of the bank in a manner consistent with applicable law and regulations; (ii) as required by the North Carolina Commissioner of Banks; or (iii) as may be required by applicable law. Members of such committees shall be elected by a majority of the Board. Each committee shall have a minimum of three members. Each such committee shall have such powers and duties as may be stated in such committee’s charter, if any, or as may be prescribed from time to time by the Board, subject to any restrictions imposed by applicable law.

12. Advisory Directors: The Board of Directors may also appoint local advisory directors as it deems useful to the business of the bank; provided, however that the local advisory directors shall in no way be deemed to be directors serving on the Board of Directors.

13. General Committee Matters: Each committee member serves at the pleasure of the Board of Directors. The provisions in these bylaws governing meetings, action without meetings, notice, waiver of notice, quorum and voting requirements of the Board apply to committees of the Board established under this Article.

14. CEO and Chairman Position and Succession: Board Composition: Headquarters.

(a) The Board of Directors has resolved that, effective as of the effective time (the ‘‘Effective Time”) of the Bank Merger (for all purposes of this Section 14, as defined in the Agreement and Plan of Merger, dated as of February 7, 2019, as amended June 14, 2019, by and between BB&T Corporation (the “corporation”) and SunTrust Banks, Inc. (‘‘SunTrust”), as the same may be amended from time to time (the “Merger Agreement”)), Mr. Kelly S. King shall continue to serve as Chairman of the Board of Directors and Chief Executive Officer of the bank and Mr. William H. Rogers, Jr. shall become the President and Chief Operating Officer of the bank. The Board of Directors has further resolved that (i) Mr. Rogers shall be the successor to Mr. King as the Chief Executive Officer of the bank, with such succession to become effective on September 12, 2021 or any such earlier date as of which Mr. King ceases for any reason to serve in the position of Chief Executive Officer of the bank (the date of such corporation succession, the “CEO Succession Date”); (ii) subject to Mr. King’s death, resignation or disqualification, from the CEO Succession Date through March 12, 2022, Mr. King shall serve as Executive Chairman of the bank; (iii) Mr. Rogers shall be the successor to Mr. King as the Chairman of the Board of Directors of the bank, with such succession to become effective on March 12, 2022, or any such earlier date as of which Mr. King ceases for any reason to serve in the position of Chairman of the Board of Directors of the bank (the date of such corporation succession, the “Chairman Succession Date”); and (iv) subject to Mr. King’s death, resignation

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or disqualification, from the Chairman Succession Date until September 12, 2022, Mr. King shall serve as a consultant to the bank. The corporation may enter into or amend appropriate agreements or arrangements with Mr. King and Mr. Rogers in connection with the subject matter of this Article III, Section 14(a) (any such agreement or arrangement, as may be amended, supplemented or modified from time to time, an “Employment Agreement”).

(b) (i) Prior to the date that is the third (3rd) anniversary of the Effective Time (such date, the “Expiration Date”), the removal of Mr. Rogers from, or the failure to appoint or re-elect Mr. Rogers to, any of the positions specifically provided for in this Article III, Section 14 and in any Employment Agreement with Mr. Rogers at the times specifically provided for in this Article III, Section 14 or in any Employment Agreement with Mr. Rogers, (ii) prior to the Expiration Date, the removal of Mr. King from, or the failure to appoint or re-elect Mr. King to, any of the positions specifically provided for in this Article III, Section 14 and in any Employment Agreement with Mr. King at the times specifically provided for in this Article III, Section 14 or in any Employment Agreement with Mr. King, (iii) prior to the Expiration Date, any determination not to nominate Mr. Rogers as a director of the bank or (iv) any determination not to nominate Mr. King as a director of the bank for each term of service of directors beginning at any time prior to December 31, 2023, shall each require the affirmative vote of at least 75% of the full Board of Directors.

(c) Effective as of the Effective Time, the Board of Directors shall be comprised of eleven (11) Continuing SunTrust Directors, including the Chief Executive Officer of SunTrust as of immediately prior to the Effective Time, and eleven (11) Continuing BB&T Directors, including the Chief Executive Officer of the corporation as of immediately prior to the Effective time. From and after the Effective Time through the Expiration Date: (i) the number of directors that comprises the full Board of Directors shall each be twenty-two (22); and (ii) no vacancy on the Board of Directors created by the cessation of service of a director shall be filled by the Board of Directors and the Board of Directors shall not nominate any individual to fill such vacancy, unless (x) such individual would be an independent director of the bank, (y) in the case of a vacancy created by the cessation of service of a Continuing SunTrust Director, not less than a majority of the Continuing SunTrust Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy, in which case the Continuing BB&T Directors shall vote to approve the appointment or nomination (as applicable) of such individual, and (z) in the case of a vacancy created by the cessation of service of a Continuing BB&T Director, not less than a majority of the Continuing BB&T Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy, in which case the Continuing SunTrust Directors shall vote to approve the appointment or nomination (as applicable) of such individual; provided, that any such appointment or nomination pursuant to clause (y) or (z) shall be made in accordance with applicable law and the rules of the New York Stock Exchange (or other national securities exchange on which the corporation’s securities are listed). For purposes of this Article III, Section 14, the terms “Continuing SunTrust Directors” and “Continuing BB&T Directors” shall mean, respectively, the directors of the corporation and SunTrust who were selected to be directors of the corporation and Truist Bank by SunTrust or the corporation, as the case may be, as of the Effective Time, pursuant to Section 6.12(a) of the Merger Agreement, and any directors of the bank who were subsequently appointed or nominated and elected to fill a vacancy created by the cessation of service of a Continuing SunTrust Director or a Continuing BB&T Director, as applicable, pursuant to this Article III, Section 14(c).

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(d) (i) The headquarters of the bank shall be located in Charlotte, North Carolina; (ii) the hub for the bank’s wholesale business shall be located in Atlanta, Georgia; (iii) the hub for the bank’s consumer and community banking business shall be located in Winston-Salem, North Carolina; and (iv) the hub for the bank’s technology and innovation operations shall be located in Charlotte, North Carolina.

(e) In the event of any inconsistency between any provision of this Article III, Section 14 and any other provision of these bylaws or the bank’s other constituent documents, the provisions of this Article III, Section 14 shall control. The provisions of Article III, Section 14(d)(i) and this second sentence of this Section 14(e) may be modified, amended or repealed, and any bylaw provision inconsistent with such provisions may be adopted, only by the affirmative vote of at least 75% of the full Board of Directors and solely in connection with the corporation’s entry into or consummation of a business combination transaction with another corporation (i) in which the corporation merges with and into such other corporation, (ii) which is a merger of equals or (iii) as a result of which the shareholders of the corporation prior to the effective time of the business combination hold less than 60% of the outstanding common stock of the surviving entity in such business combination. The first and third sentences of this Section 14(e) may be modified, amended or repealed, and any bylaw provision inconsistent with such provisions may be adopted, only by the affirmative vote of at least 75% of the full Board of Directors. Until December 31, 2023, the provisions of Article III, Section 14(b)(iv) and this fourth sentence of this Section 14(e) may be modified, amended or repealed, and any bylaw provision inconsistent with such provisions may be adopted, only by the affirmative vote of at least 75% of the full Board of Directors. Until the Expiration Date, the provisions of this Article III, Section 14 (other than Section 14(b)(iv), Section 14(d)(i) and the first four sentences of this Section 14(e), which are subject to the standards set forth in the preceding sentences) may be modified, amended or repealed, and any Bylaw provision inconsistent with such provisions may be adopted, only by an affirmative vote of at least 75% of the full Board of Directors.

ARTICLE IV

Meetings of Directors

1. Regular Meetings: Regular meetings of the Board of Directors and the committees thereof may be held without notice of the date, time, place or purpose of the meeting, either inside or outside the State of North Carolina, as the Board of Directors shall determine in accordance with North Carolina law. Minutes of all board and committee meetings, regular or special, shall be kept and maintained by the bank, and all such minutes shall be submitted to the Board for its review at or prior to its next meeting and for approval at such meeting as required by applicable law.

2. Special Meetings: Special meetings of the Board of Directors may be called by the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer or the Secretary of the bank, or at the request of three or more directors. Each member of the Board of Directors shall be given notice stating the date, time and place, by letter, electronic delivery or in person, of each special meeting not less than one day before the meeting. Such notice need not specify the purpose for which the meeting is called, unless required by the North Carolina Business Corporation Act, the articles of incorporation or the bylaws.

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3. Waiver of Notice: A director may waive notice of any meeting before or after the date and time stated in the notice. The waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records. In addition, attendance at or participation by a director at a meeting shall constitute a waiver of notice of such meeting, unless the director at the beginning of the meeting (or promptly upon his or her arrival) objects to holding the meeting or transacting business at the meeting and does not later vote for or assent to action taken at the meeting.

4. Quorum: Unless the articles of incorporation, the bylaws or applicable law require a greater number, a majority of the number of directors prescribed by or pursuant to these bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors or, if no number is so prescribed, a majority of directors in office immediately before the meeting shall constitute a quorum.

5. Adjournment: Any duly convened regular or special meeting may be adjourned to a later date or time without further notice.

6. Manner of Acting: Except as otherwise provided by applicable law or in the articles of incorporation or bylaws, the affirmative vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

7. Presumption of Assent: A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless: (i) he or she objects at the beginning of the meeting (or promptly upon his or her arrival) to holding the meeting or transacting business at the meeting; (ii) his or her dissent or abstention from the action taken is entered in the minutes of the meeting; or (iii) he or she files written notice of his or her dissent or abstention with the presiding officer of the meeting before its adjournment or with the Secretary immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

8. Action without Meeting: Action required or permitted to be taken at a Board of Directors meeting may be taken without a meeting if the action is taken by all members of the Board. The action must be evidenced by one or more written consents signed by each director before or after such action, describing the action taken, and included in the minutes or filed with the corporate records. A director’s consent to action taken without meeting may be in electronic form and delivered by electronic means.

9. Attendance by Electronic. Telephonic or Similar Means: Except as otherwise provided by applicable law or the Board or in the articles of incorporation or bylaws, any or all directors may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

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ARTICLE V

Officers

1. Title and Number: The officers of the bank may consist of a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, a Chief Administrative Officer, a Chief Risk Officer, a Secretary, a Treasurer, a Controller, and one or more Corporate Executive Vice Presidents, Senior Executive Vice Presidents, Regional Presidents, and Executive Vice Presidents, as the Board of Directors may from time to time elect. The Chief Executive Officer may also appoint other officers, including such Senior Vice Presidents, Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers as deemed appropriate. The Chief Executive Officer may delegate the authority to appoint officers to other officers of the Bank. Any two or more offices may be held by the same person, except that no individual may act in more than one capacity where action of two or more officers is required.

2. Election and Term: The officers of the bank shall be elected by the Board of Directors or by a duly designated committee of the Board. Each officer shall hold office until a successor is elected and qualified, or until his or her resignation, retirement, death, removal or disqualification.

3. Removal: The Board of Directors may remove or terminate any officer at any time with or without cause. In addition, any officer other than the Chief Executive Officer may be removed or terminated at any time with or without cause by a duly designated Board committee or by a superior officer. Removal, resignation or termination of an officer shall be without prejudice to the contract rights, if any, of the person so removed.

4. Compensation: The compensation of all officers of the bank shall be fixed by the Board of Directors or by or under the direction of a duly designated committee of the Board or other officer or officers designated by the Board.

5. Chief Executive Officer: The Chief Executive Officer shall have full executive powers, shall be the principal executive officer of the bank, shall have and exercise all powers, duties and authority incident to the office of Chief Executive Officer or as prescribed by the Board and shall, subject to the direction and control of the Board, supervise, direct and control the management of the bank in accordance with these bylaws. The Chief Executive Officer may also serve as Chairman of the Board in accordance with Article III, Section 8.

6. Other Officers: Each officer other than the Chief Executive Officer shall have such title or titles, perform such duties and exercise such powers as may be incident to his or her office or prescribed by the Board, a duly designated committee of the Board or the Chief Executive Officer or his or her designee.

7. Bonds: To the extent required by law, the bank shall require security in the form of a bond for the fidelity and faithful performance of duties by its officers and employees. The bond shall be issued by a bonding company authorized to do business in the State of North Carolina and upon such form as may be approved by the North Carolina Commissioner of Banks. Except as otherwise required by the North Carolina Commissioner of Banks or applicable law, the amount, form, and terms of the bond shall be such as the Board of Directors may require. The premium for the bond is to be paid by the bank.

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ARTICLE VI

Contracts, Loans and Deposits

1. Contracts: The Board of Directors may authorize such officers as it deems appropriate to enter into any contract or execute and deliver any instrument on behalf of the bank, and such authority may be general or confined to specific instances. In addition, unless the Board determines otherwise, each officer of the bank shall have such authority as may be incident to his or her particular office to enter into contracts and execute and deliver instruments on behalf of the bank.

2. Loans: No loans shall be contracted on behalf of the bank, as debtor, and no evidence of indebtedness on behalf of the bank shall be issued in its name unless authorized by the Board of Directors. Such authority may be general or confined to specific instances.

3. Checks and Drafts: All checks, drafts or other orders for the payment of money issued in the name of the bank shall be signed by such officer or officers or agent or agents of the bank and in such manner as shall from time to time be determined by the Board of Directors or the Chief Executive Officer.

4. Deposits: All funds of the bank not otherwise employed shall be deposited from time to time to the credit of the bank in such depositories as may be selected by or under the authority of the Board of Directors.

ARTICLE VII

Certificates for Shares and Their Transfer

1. Certificates for Shares and Stock Transfer Records: The Board of Directors may authorize the issuance of some or all of the shares of the bank without issuing certificates to represent such shares. If shares are represented by certificates, the certificates shall be in such form as required by applicable law and as determined by the Board of Directors. Certificates shall be signed, either manually or in facsimile, by: (i) the Chairman of the Board, the Chief Executive Officer, the President or a Senior Executive Vice President; and (ii) the Secretary or an Assistant Secretary. All certificates for shares shall be consecutively numbered or otherwise identified and entered into the stock transfer records of the bank. When shares are represented by certificates, the bank shall issue and deliver to each shareholder to whom such shares have been issued or transferred, certificates representing the shares owned by such shareholder. When shares are not represented by certificates, then, within a reasonable time after the issuance or transfer of such shares, the bank shall send the shareholder to whom such shares have been issued or transferred a written statement of the information required by applicable law. Unless otherwise provided by applicable law, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

2. Transfer of Shares: Transfers of shares shall be made and recorded on the stock transfer records of the bank only: (i) by the record holder thereof or by his, her or its duly authorized agent, transferee or legal representative; and (ii) in the case of certificated shares, upon the surrender of the certificate thereof, which shall be cancelled before a new certificate or uncertificated shares shall be issued. No transfer of shares shall be valid as against the bank for any purpose until it shall have been made and recorded on the stock transfer records of the bank by an entry showing from and to whom transferred.

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3. Lost, Stolen or Destroyed Certificates: The Board of Directors may authorize the issuance of a new share certificate in place of a certificate claimed to have been lost, stolen or destroyed, upon receipt of a written statement of such fact from the person claiming that the certificate has been lost, stolen or destroyed. When authorizing such issuance of a new certificate, the Board may require the claimant or his, her or its legal representative to give the bank a bond in such sum and with such surety or other security as the Board may direct to indemnify the bank against loss from any claim with respect to the certificate claimed to have been lost, stolen or destroyed; or the Board may, by resolution, authorize the issuance of the new certificate without requiring such a bond.

ARTICLE VIII

Indemnification of Officers and Directors

1. Right to Indemnification: Any person who at any time hereafter serves or heretofore has served: (i) as an officer, director or advisory director of the bank; (ii) at the request of the bank as a director, advisory director, officer, partner, or trustee (or in any position of similar authority, by whatever title known) of any other foreign or domestic corporation, partnership, joint venture, trust or other enterprise; or (iii) as a trustee or administrator under any employee benefit plan, shall have a right to be indemnified by the bank to the fullest extent permitted by law against:

(a) All liability and expenses, including without limitation costs and expenses of litigation and reasonable attorney’s fees, actually and reasonable incurred by him or her in connection with or as a consequence of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including appeals, and whether or not brought by or on behalf the bank or by or on behalf of any third party, outsider or any other person, seeking to hold him or her liable by reason of or arising out of his or her status or his or her activities in any of the foregoing capacities; and

(b) Liability incurred by him or her for any judgments, money decrees, fines, penalties or amounts paid in settlement in connection with or as a consequence of any action, suit or proceeding described in (a) above;

provided, however, the bank shall not indemnify or agree to indemnify any person against any liability or expenses he or she may incur on account of his or her activities which were at the time taken known or believed by him or her to be clearly in conflict with the best interest of the bank.

2. Recovery of Expenses: Any person entitled to indemnification under this Article shall be entitled to recover from the bank his or her reasonable costs, expenses and attorneys’ fees incurred in connection with enforcing his or her right to indemnification.

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3. Advancement of Expenses: Expenses incurred by a director, advisory director or officer of the bank in defending an action, suit or proceeding described above shall, at the request of such director, advisory director or officer, and subject to authorization by the Board, be paid by the bank in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director, advisory director or officer to repay such amount unless it shall ultimately be determined that he or she is entitled to indemnification from the bank under this Article or otherwise.

4. Reliance: Any person who at any time after the adoption of this Article serves or has served in any of the capacities described in Section 1 herein for or on behalf of the bank shall be deemed to be doing so and to have done so in reliance upon, and as consideration for, the rights provided herein. Such rights shall inure to the benefit of the heirs and legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provisions of this Article.

5. Amendment: Any amendment, alteration, repeal or other change hereof limiting or restricting in any way the rights, fixed or contingent, granted hereunder shall operate prospectively only and shall not prejudice, defeat or impair any rights of any person existing at the time of such amendment, alteration, repeal or other change.

6. No Limitation on Other Rights to Indemnification: If this Article or any portion hereof shall be invalidated on any ground by any court or agency of competent jurisdiction, then the bank shall nevertheless indemnify each person described in Section 1 herein to the full extent permitted by the portion of this Article that is not invalidated and also to the full extent permitted or required by other applicable law.

7. Nonexclusivity: The entitlements to advancement of expenses and/or indemnification provided for in this Article VIII are nonexclusive and are separate from any similar rights provided under any law, agreement or otherwise.

ARTICLE IX

General Provisions

1. Dividends: The Board of Directors may from time to time declare, and the bank may pay, distributions and share dividends to its sole shareholder in the manner and upon the terms and conditions provided by N.C.G.S. §53C-4-7 and other applicable law.

2. Seal: The seal of the bank shall be in any form approved from time to time or at any time by the Board of Directors.

3. Fiscal Year: Unless otherwise ordered by the Board of Directors, the fiscal year of the bank shall be from January 1 to December 31.

4. Amendments: Except as otherwise provided by applicable law or in the articles of incorporation or the bylaws, the Board of Directors of the bank shall have the authority, without the assent or vote of the bank’s sole shareholder, to adopt, make, alter, amend and/or rescind the bylaws or any bylaw of the bank. The bank’s sole shareholder may amend or repeal the bank’s bylaws even though the bylaws may also be amended or repealed by the Board of Directors.

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5. Voting of Shares of Other Corporations: Except as otherwise directed by the Board of Directors of the bank or required by applicable law, shares of other corporations and associations held by the bank shall be voted in the manner directed by the Chief Executive Officer, the President, the Chief Operating Officer or any Senior Executive Vice President of the bank. All such officers are authorized on behalf of the bank to vote shares of other corporations and associations by proxy and to execute other instruments in connection therewith.

6. Applicability of the North Carolina Business Corporation Act and Chapter 53C of the North Carolina General Statutes: To the extent not inconsistent with or otherwise provided for in these bylaws, management of the bank’s business and regulation of its affairs shall be governed by the provisions of the North Carolina Business Corporation Act and Chapter 53C of the North Carolina General Statutes.

7. Definitions: Unless the context otherwise requires, terms used in these bylaws shall have the meanings assigned to them in the North Carolina Business Corporation Act and Chapter 53C of the North Carolina General Statutes to the extent defined therein. In addition, without limiting the effect of the foregoing, the term “applicable law” used in these bylaws shall refer to any applicable laws, rules or regulations, including the North Carolina Business

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EXHIBIT 6 TO FORM T-1

Section 321(b) Consent

Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended, Truist Bank hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon requests therefor.

	TRUIST BANK
Dated: July 28, 2021	By:	/s/ Gregory Yanok
	Name:	Gregory Yanok
	Title:	Vice President

EXHIBIT 7 TO FORM T-1