Material Event - Form 8-K

As previously announced, M.D.C. Holdings, Inc. (the "Company"), entered into the Agreement and Plan of Merger, dated as of January 17, 2024 (the "Merger Agreement"), with SH Residential Holdings, LLC ("Parent"), Clear Line, Inc. ("Merger Sub") and, solely for the purposes of Section 6.2, Section 6.17 and Section 9.15 of the Merger Agreement, Sekisui House, Ltd., providing for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation (the "Merger").

On April 16, 2024, the Company and Parent executed a written consent waiving the requirement that closing of the Merger not occur prior to the Inside Date (the earlier of (i) the date on which all governmental requirements have been made or obtained, as applicable, and (ii) the date that is 120 days after the date of the Merger Agreement) and acknowledging that, subject to the satisfaction or waiver of all of the closing conditions set forth in Article VII of the Merger Agreement at the time of closing, the closing of the Merger is expected to occur on April 19, 2024.