M.D.C. Holdings Inc.

02/05/2026 | Press release | Distributed by Public on 02/05/2026 13:18

Management Change/Compensation (Form 8-K)

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(b) Effective February 1, 2026, Toru Tsuji will no longer be a director of the Company. At the time of the departures, Mr. Tsuji served as a member of the Compensation Committee and as the Chair of the Company's Board of Directors (the "Board").
(d) Effective February 1, 2026, the Board appointed Masakatsu Yoshida as a director of the Company. There is no arrangement or understanding between Mr. Yoshida and the Company or any other person pursuant to which they were appointed as a director. Mr. Yoshida does not have a relationship or interest requiring disclosure under Item 404(a) of Regulation S-K. Mr. Yoshida has not yet been appointed to any committees of the Board. There is no material compensation in connection with the appointment.
(d) Effective February 1, 2026, the Board appointed Toru Ishii as the Chair of the Board. There is no material compensation in connection with the appointment.
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.
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