M.D.C. Holdings (NYSE: MDC) adopts new name, may halt SEC filings

Rhea-AI Filing Summary

M.D.C. Holdings, Inc. reports that, effective September 4, 2025, it amended and restated its Certificate of Incorporation to change its corporate name to Sekisui House U.S., Inc. and update its process agent. The company also amended and restated its bylaws to reflect the new name.

The company explains that it is submitting this report on a voluntary basis and no longer has an obligation to file reports with the SEC because it has no class of securities registered under Sections 12(b), 12(g) or 15(d) of the Exchange Act. It states that it may stop making SEC filings at any time, so investors cannot assume ongoing public reporting.

Positive

• None.

Negative

• Loss of mandatory SEC reporting: The company states it no longer has an obligation to file SEC reports and may stop making filings at any time, reducing ongoing public disclosure for investors.

Insights

Corporate governance analyst

Name change and potential end to SEC reporting reduce transparency for public holders.

M.D.C. Holdings, Inc. has amended and restated its Certificate of Incorporation and bylaws, effective September 4, 2025, to adopt the new name Sekisui House U.S., Inc. and update its process agent. These changes formalize the company’s current ownership and branding structure at the charter and bylaw level.

The disclosure that the company no longer has an obligation to file SEC reports, because it has no securities registered under Sections 12(b), 12(g) or 15(d), is significant for information access. It explicitly states that future SEC reporting is voluntary and may cease at any time, which can limit ongoing visibility into financial and strategic developments for remaining investors.

The key point to track from this update is the company’s statement that it may stop making filings with the SEC at any time. Subsequent corporate communications or, if any continue, later SEC documents would be the primary way to learn about future changes after this governance and reporting-status update.

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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 4, 2025

M.D.C. Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware			1-8951			84-0622967
(State or other jurisdiction of incorporation)			(Commission file number)			(I.R.S. employer identification no.)

4350 South Monaco Street, Suite 500, Denver, Colorado 80237

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (303) 773-1100

Not Applicable

(Former name or former address, if changed since 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(s)

Name of each exchange on which registered

None

None

None

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 5.03. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Effective September 4, 2025, M.D.C. Holdings, Inc. (the “Company”) amended and restated its Certificate of Incorporation by filing on such date with the Secretary of State of the State of Delaware its Amended and Restated Certificate of Incorporation (the “A&R Certificate”). Pursuant to the A&R Certificate, the Company changed its name to Sekisui House U.S., Inc. and updated its process agent. A copy of the A&R Certificate is attached hereto as Exhibit 3.1.

The Company also amended and restated its Bylaws, effective September 4, 2025 (the “A&R Bylaws”) which updated the Company’s name to Sekisui House U.S., Inc. A copy of the A&R Bylaws is attached hereto as Exhibit 3.2.

EXPLANATORY NOTE

The Company is filing this Current Report on Form 8-K on a voluntary basis to disclose the events reported herein. The Company no longer has an obligation to file reports with the Securities and Exchange Commission ("SEC") as it no longer has any class of securities registered under Sections 12(b), 12(g) or 15(d) of the Securities Exchange Act of 1934. The Company, in its sole discretion, may stop making filings with the SEC at any time and no assumptions should be made as to continued reporting with the SEC.

ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS

(d)     Exhibits

Exhibit Number						Description
3.1						Amended and Restated Certificate of Incorporation of Sekisui House U.S., Inc. (f/k/a M.D.C. Holdings, Inc.).
3.2						Amended and Restated Bylaws of Sekisui House U.S., Inc. (f/k/a M.D.C. Holdings, Inc.).
104						Cover Page Interactive Data file (formatted in Inline XBRL)

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 thereunto duly authorized.

_________________________________

M.D.C. HOLDINGS, INC.

Dated:

September 8, 2025

By:

/s/ Theodore Sangalis

Theodore Sangalis

Vice President, Secretary and Corporate Counsel

2

FAQ

What corporate change did M.D.C. Holdings, Inc. (MDC) announce?

The company amended and restated its Certificate of Incorporation effective September 4, 2025, changing its name from M.D.C. Holdings, Inc. to Sekisui House U.S., Inc. and updating its process agent. It also amended and restated its bylaws to reflect the new name.

Does M.D.C. Holdings, Inc. (MDC) still have to file reports with the SEC?

No. The company states that it no longer has an obligation to file reports with the SEC because it no longer has any class of securities registered under Sections 12(b), 12(g) or 15(d) of the Exchange Act.

Will Sekisui House U.S., Inc. (formerly M.D.C. Holdings, Inc.) continue making SEC filings?

The company notes that it is making this report on a voluntary basis and, in its sole discretion, may stop making filings with the SEC at any time. It cautions that no assumptions should be made about continued SEC reporting.

What exhibits are included with this M.D.C. Holdings, Inc. (MDC) filing?

The filing includes the Amended and Restated Certificate of Incorporation of Sekisui House U.S., Inc. as Exhibit 3.1, the Amended and Restated Bylaws as Exhibit 3.2, and a cover page Inline XBRL data file as Exhibit 104.

When did the name change to Sekisui House U.S., Inc. become effective?

The name change became effective on September 4, 2025, when the Amended and Restated Certificate of Incorporation was filed with the Secretary of State of Delaware.