Cavco (NASDAQ: CVCO) completes all-cash American Homestar acquisition

Rhea-AI Filing Summary

Cavco Industries, Inc. reported that it has completed its previously announced acquisition of American Homestar Corporation through a merger that closed on September 29, 2025. Cavco Merger Sub, Inc. merged with and into American Homestar, which continues as the surviving corporation and is now a wholly owned subsidiary of Cavco.

At the effective time of the merger, each share of American Homestar Class A common stock, including restricted shares that vested in full, was converted into the right to receive $20.62 per share in cash, subject to customary post-closing adjustments for indebtedness, working capital, and other items described in the merger agreement. Cavco notes that all required regulatory approvals, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act, were obtained, and it furnished a press release announcing completion of the transaction as an exhibit.

Insights

Equity M&A analyst

Cavco closes an all-cash acquisition of American Homestar, adding a new wholly owned subsidiary with standard integration risks highlighted.

Cavco Industries has finalized its acquisition of American Homestar via a cash merger in which each American Homestar Class A common share, including vested restricted shares, receives $20.62 per share. The structure makes American Homestar a wholly owned subsidiary, which typically simplifies control and integration compared with partial stakes or joint ventures.

The transaction closed after obtaining required regulatory approvals, including Hart-Scott-Rodino antitrust clearance, which removes a key regulatory uncertainty. Cavco also discloses typical post-closing price adjustments tied to indebtedness and working capital, so the final cash outlay can vary around the headline per-share figure, as is common in private M&A.

Cavco explicitly flags forward-looking risks around the impact of the merger on business relationships, operating results, and potential unexpected integration costs. These points underscore that the eventual financial contribution from American Homestar will depend on execution, and future company filings and disclosures will show how the combined operations perform after the September 29, 2025 closing.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): September 29, 2025

CAVCO INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-08822

56-2405642

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

3636 North Central Avenue, Suite 1200

Phoenix

Arizona

85012

(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code: (602) 256-6263

Not applicable

(Former name or former address, if changed from last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class			Trading Symbol			Name of each exchange on which registered
Common Stock, par value $0.01			CVCO			The Nasdaq Stock Market LLC
						(Nasdaq Global Select Market)

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

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01 Completion of Acquisition or Disposition of Assets

On September 29, 2025, Cavco Industries, Inc., a Delaware corporation (the “Company”), completed the acquisition of American Homestar Corporation, a Texas corporation (“American Homestar”), pursuant to the previously announced Agreement and Plan of Merger, dated as of July 14, 2025 (the “Merger Agreement”), by and among the Company, American Homestar, Cavco Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and Craig Reynolds, solely in his capacity as representative of the shareholders of American Homestar.

Under the terms of the Merger Agreement, Merger Sub merged with and into American Homestar, with American Homestar continuing as the surviving corporation and becoming a wholly owned subsidiary of the Company (the “Merger”). The closing of the Merger followed the receipt of all required regulatory approvals, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act.

At the effective time of the Merger (the “Effective Time”): (i) each share of Class A common stock of American Homestar, par value $0.01 per share (“Common Stock”), issued and outstanding immediately prior to the Effective Time (other than shares held in treasury by American Homestar or owned by the Company, Merger Sub, or their respective subsidiaries), was automatically cancelled and converted into the right to receive $20.62 per share in cash; and (ii) each restricted share of Common Stock outstanding immediately prior to the Effective Time vested in full, all restrictions lapsed, and such shares were treated as Common Stock entitled to receive $20.62 per share in cash. The cash consideration payable to American Homestar shareholders in the Merger is subject to customary post-closing adjustments, including adjustments for indebtedness, working capital, and other items as set forth in the Merger Agreement.

The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 14, 2025, and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On September 30, 2025, the Company issued a press release announcing the completion of the Merger. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on current expectations, estimates, and projections about the Company’s business, and are subject to known and unknown risks, uncertainties, and other factors that may cause actual results or events to differ materially from those expressed or implied by such statements. Forward-looking statements are generally identified by words such as “may,” “will,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “continue,” or similar expressions, although not all forward-looking statements contain these words.

Forward-looking statements in this Current Report include, but are not limited to, statements regarding the anticipated benefits of the acquisition, the impact of the transaction on the Company’s business, operations, and financial results, and any other statements regarding events or developments that the Company expects or anticipates will occur in the future. Important factors that could cause actual results or events to differ materially from those indicated in the forward-looking statements include, among others: (i) the effect of the completion of the Merger on the Company’s business relationships, operating results, and business generally; (ii) potential unexpected costs, charges, or expenses resulting from the

integration of American Homestar; and (iii) other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission, including the Company’s most recent Annual Report on Form 10-K, filed on May 23, 2025.

Forward-looking statements are not guarantees of future performance and actual results may differ materially from those projected. Any forward-looking statements in this Current Report are made only as of the date hereof, and the Company undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances, except as required by law.

Item 9.01    Financial Statements and Exhibits

Exhibit Number			Description
10.1*			Agreement and Plan of Merger, dated July 14, 2025, by and among Cavco Industries, Inc., Cavco Merger Sub, Inc., American Homestar, Inc., and Craig Reynolds, solely in his capacity as representative of the shareholders (incorporated by reference to Exhibit 10.1 to the Current Report on 8-K filed by the Company with the SEC on July 14, 2025).
99.1**			Press Release, dated September 30, 2025
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission upon request.

**Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CAVCO INDUSTRIES, INC.
By:			/s/ Seth Schuknecht
			Seth Schuknecht
			Executive Vice President, General Counsel, Chief Compliance Officer & Corporate Secretary
Date:			September 30, 2025

FAQ

What did Cavco Industries (CVCO) announce in this 8-K?

Cavco Industries announced that on September 29, 2025, it completed the acquisition of American Homestar Corporation. American Homestar became the surviving corporation in a merger with Cavco Merger Sub, Inc. and is now a wholly owned subsidiary of Cavco.

What are the financial terms of Cavco’s acquisition of American Homestar?

At the effective time of the merger, each share of American Homestar Class A common stock was automatically cancelled and converted into the right to receive $20.62 per share in cash, subject to customary post-closing adjustments for indebtedness, working capital, and other items specified in the merger agreement.

How were American Homestar restricted shares treated in the Cavco (CVCO) merger?

Each restricted share of American Homestar Class A common stock outstanding immediately before the effective time vested in full, all restrictions lapsed, and those shares were treated as common stock entitled to receive $20.62 per share in cash in the merger.

Were regulatory approvals required for Cavco’s acquisition of American Homestar?

Yes. Cavco states that closing of the merger followed the receipt of all required regulatory approvals, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act, before the transaction was completed.

Where can investors find the full merger agreement between Cavco and American Homestar?

The acquisition was completed under an Agreement and Plan of Merger dated July 14, 2025. Cavco explains that the full merger agreement was filed as Exhibit 10.1 to a prior report the company filed with the SEC on July 14, 2025, and it is incorporated by reference.

Did Cavco issue a press release about completing the American Homestar merger?

Yes. Cavco issued a press release on September 30, 2025 announcing completion of the merger. That press release is furnished as Exhibit 99.1, and the company notes it is provided under Regulation FD and is not deemed filed for liability purposes under Section 18 of the Exchange Act.

What risks and forward-looking statements did Cavco highlight regarding the American Homestar acquisition?

Cavco includes forward-looking statements about the anticipated benefits of the acquisition and its impact on business, operations, and financial results. It notes potential risks such as the effect of the merger on business relationships and operating results, potential unexpected integration costs or charges, and other risks described in its most recent Annual Report on Form 10-K filed on May 23, 2025.