MDC M.d.c. Holdings, Inc. - 8-K

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

(a)    Effective March 1, 2026, Kenichi Kumemoto will no longer be a director of the Company. At the time of the departure, Mr. Kumemoto did not serve as a member of any committee of the Company’s Board of Directors (the “Board”).

(b)    Effective March 1, 2026, the Board appointed Fumie Yoshii as a director of the Company. There is no arrangement or understanding between Ms. Yoshii and the Company or any other person pursuant to which she was appointed as a director. Ms. Yoshii does not have a relationship or interest requiring disclosure under Item 404(a) of Regulation S-K. Ms. Yoshii has not yet been appointed to any committees 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.

ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS

(d)     Exhibits

Exhibit Number

Description

104

Cover Page Interactive Data file (formatted in Inline XBRL)