MDC/ HomeAmerican Amends Repurchase Facility with U.S. Bank, Extends Maturity

Rhea-AI Filing Summary

M.D.C. Holdings disclosed that HomeAmerican Mortgage Corporation, its wholly-owned mortgage subsidiary, entered into a First Amendment to its Master Repurchase Agreement with U.S. Bank National Association effective August 8, 2025. The Amendment extends the repurchase facility's maturity to August 5, 2026 and implements certain technical changes to the agreement.

The company says this amendment gives HomeAmerican a continued funding arrangement with U.S. Bank and is reported as a material definitive agreement and a direct financial obligation. The filing was made voluntarily because the company no longer has any class of securities registered under Sections 12(b), 12(g) or 15(d) of the Exchange Act and may stop SEC reporting at its discretion.

Positive

• Extension of maturity to August 5, 2026 provides a continued contractual funding timeline under the repurchase agreement
• Counterparty continuity: the amendment is with U.S. Bank National Association, an existing agent and buyer under the agreement
• Voluntary disclosure despite no SEC reporting obligation demonstrates temporary transparency to investors

Negative

• Creates/continues a direct financial obligation or an obligation under an off-balance-sheet arrangement as reported under Item 2.03
• Company no longer required to file SEC reports (no securities registered under Sections 12(b), 12(g) or 15(d)), which may reduce future public disclosure

Insights

Financial Analyst

TL;DR Extension of the repurchase agreement secures the mortgage subsidiary's funding line through August 2026 while remaining a material obligation.

The First Amendment explicitly extends the maturity to August 5, 2026 and makes technical revisions to the existing Master Repurchase Agreement between HomeAmerican and U.S. Bank. For investors, the amendment represents a continuation of an existing financing relationship rather than a new counterparty or credit event. The disclosure also triggers Item 2.03 reporting, indicating a direct financial obligation or off-balance-sheet arrangement for the registrant.

Risk Analyst

TL;DR The amendment is noteworthy for liquidity timeline management but also underscores continued counterparty exposure to U.S. Bank.

The filing confirms HomeAmerican remains counterparty to U.S. Bank under the master repurchase facility, now maturing on August 5, 2026. This preserves an established funding source but maintains concentration risk tied to that facility. The company also clarifies it voluntarily filed this report even though it no longer has registrable securities, which may reduce future transparency for outside investors.

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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): August 8, 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Effective August 8, 2025, HomeAmerican Mortgage Corporation ("HomeAmerican"), a wholly-owned subsidiary of M.D.C. Holdings, Inc., entered into a First Amendment (the “Amendment”) to HomeAmerican’s Second Amended and Restated Master Repurchase Agreement dated as of September 20, 2024, with U.S. Bank National Association. The Amendment extended the maturity date to August 5, 2026 and effectuated certain other technical changes to the Repurchase Agreement.

ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

(e) The disclosure in Item 1.01 is incorporated by reference.

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
10.1						First Amendment to the Second Amended and Restated Master Repurchase Agreement among HomeAmerican Mortgage Corporation and U.S. Bank National Association as Agent and a Buyer, dated as of August 8, 2025.
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:

August 12, 2025

By:

/s/ Theodore Sangalis

Theodore Sangalis

Vice President, Secretary and Corporate Counsel

2

FAQ

What did M.D.C. Holdings (MDC) disclose about its repurchase agreement?

HomeAmerican Mortgage Corporation entered into a First Amendment to its Master Repurchase Agreement with U.S. Bank, extending the maturity to August 5, 2026 and making technical changes.

When is the amended repurchase agreement effective and what is the new maturity date?

The Amendment is effective August 8, 2025 and extends the facility's maturity to August 5, 2026.

Does this filing create a new financial obligation for MDC?

Yes. The disclosure is reported under Item 2.03, incorporating Item 1.01, indicating a direct financial obligation or an off-balance-sheet obligation.

Is MDC still required to file reports with the SEC?

No. The company states it no longer has any class of securities registered under Sections 12(b), 12(g) or 15(d) and may stop making SEC filings at its discretion.

What exhibits were furnished with the report?

Exhibit 10.1 is the First Amendment to the Master Repurchase Agreement and Exhibit 104 is the Cover Page Interactive Data file.