PREM14A 1 ny20020698x1_prem14a.htm PREM14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☒	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

M.D.C. Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☐	No fee required.

☐	Fee paid previously with preliminary materials.

☒	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

DATED AS OF FEBRUARY 23, 2024

M.D.C. Holdings, Inc.

4350 South Monaco Street, Suite 500

Denver, Colorado 80237

[ ], 2024

Dear Fellow Stockholders:

You are cordially invited to attend a special meeting of stockholders (the “Special Meeting”) of M.D.C. Holdings, Inc. (“MDC” or the “Company”) to be held on [ ], [ ], 2024, at 4350 South Monaco Street, 6th Floor, Assembly Room, Denver, Colorado at [ ] [a.m.] / [p.m.], Mountain Time.

At the Special Meeting, you will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of January 17, 2024 (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among SH Residential Holdings, LLC, a Delaware limited liability company (“Parent”), Clear Line, Inc., a Delaware corporation and indirect wholly owned subsidiary of Parent (“Merger Sub”), solely for the purposes of Section 6.2, Section 6.17 and Section 9.15 of the Merger Agreement, Sekisui House, Ltd., a Japanese kabushiki kaisha (“Guarantor”), and MDC, pursuant to which Merger Sub will merge with and into MDC (the “Merger”), with MDC surviving the Merger and becoming an indirect wholly owned subsidiary of Parent, and to approve the transactions contemplated thereby, including the Merger (the “Merger Proposal”). Parent and Merger Sub are entities that are affiliated with Guarantor, a Japanese home builder listed on the Tokyo Stock Exchange. You will also be asked to consider and vote on (i) a non-binding, advisory proposal to approve compensation that will or may become payable by MDC to its named executive officers in connection with the Merger (the “Merger-Related Compensation Proposal”) and (ii) a proposal to approve an adjournment of the Special Meeting, from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal or in the absence of a quorum (the “Adjournment Proposal”).

If the Merger contemplated by the Merger Agreement is completed, you will be entitled to receive $63.00 in cash, without interest, for each share of common stock of MDC, par value $0.01 per share (“MDC Common Stock”) that you own as of immediately prior to the effective time of the Merger, subject to certain exceptions, including if you have properly exercised your appraisal rights with respect to such shares.

On January 17, 2024, the board of directors of MDC (the “Board”) reviewed and considered the terms and conditions of the Merger Agreement and the Merger and the other transactions contemplated by the Merger Agreement. After considering various factors, including those described in the accompanying Proxy Statement (the “Proxy Statement”), and after consultation with the Company’s independent legal and financial advisors, the Board unanimously (i) approved and adopted the Merger Agreement, (ii) resolved to recommend that the stockholders of MDC adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger, and (iii) determined (among other things) that the terms of the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, the Company and its stockholders, and declared it advisable, to enter into the Merger Agreement and consummate the Merger and the other transactions contemplated by the Merger Agreement in accordance with the General Corporation Law of the State of Delaware (the “DGCL”) and upon the terms and subject to the conditions set forth in the Merger Agreement.

The Board recommends that you vote (i) “FOR” the Merger Proposal, (ii) “FOR” the Merger-Related Compensation Proposal and (iii) “FOR” the Adjournment Proposal.

The enclosed Proxy Statement provides detailed information about the Special Meeting, the Merger Agreement, the Merger, the Merger Proposal, the Merger-Related Compensation Proposal and the Adjournment Proposal. A copy of the Merger Agreement is attached as Annex A to the Proxy Statement. The Proxy Statement also describes the actions and determinations of the Board in connection with its evaluation of the Merger Agreement and the Merger. You are encouraged to read the Proxy Statement and its annexes, including the Merger Agreement, carefully and in their entirety. You may also obtain more information about MDC from documents we file with the United States Securities and Exchange Commission (the “SEC”) from time to time.

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We appreciate you taking the time to vote promptly and encourage you to do so electronically. After reading the Proxy Statement, please vote at your earliest convenience by voting over the Internet using the Internet address on the proxy card or by voting by telephone using the toll-free number on the proxy card. If you do not have access to a touch-tone phone or the Internet, you may alternatively vote by signing, dating and returning the enclosed proxy card in the enclosed postage-paid envelope. Only your last-dated proxy will be counted, and any proxy may be revoked at any time prior to its exercise at the Special Meeting.

If your shares of MDC Common Stock are registered directly in your name, you are considered the stockholder of record with respect to those shares. If your shares are held in a stock brokerage account or by a bank, trust, or other nominee, then the broker, bank, trust or other nominee is considered to be the stockholder of record with respect to those shares. However, you are still considered to be the beneficial owner of those shares, and your shares are said to be held in “street name.” Street name holders generally cannot submit a proxy or vote their shares directly and must instead instruct the broker, bank, trust or other nominee how to vote their shares using the methods described above. Because the proposals are “non-routine matters,” your broker, bank, trust or other nominee does not have discretionary authority to vote your shares on the proposals. If your shares of MDC Common Stock are held in street name, your broker, bank, trust or other nominee has enclosed a voting instruction form with the Proxy Statement. If you hold your shares in street name and give voting instructions to your broker, bank, trust or other nominee with respect to one of the proposals, but give no instruction as to the other proposals, then those shares will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to the proposal as to which instructions were given, and will not be voted with respect to any other proposal, which we refer to as a “broker non-vote” with respect to such proposals. We encourage you to authorize your broker, bank, trust or other nominee to vote your shares “FOR” each of the proposals by following the instructions provided on the enclosed voting instruction form to provide your instructions over the Internet, by telephone or by signing, dating and returning the voting instruction form in the postage-paid envelope provided. We encourage you to vote electronically.

Your vote is very important, regardless of the number of shares that you own. We cannot consummate the Merger unless the Merger Proposal is approved by the affirmative vote of a majority of the outstanding shares of MDC Common Stock, including unvested Company RSAs (as defined below), entitled to vote thereon, provided a quorum is present. In addition, the Merger Agreement makes the approval by the stockholders of MDC (“Company stockholders”) of the Merger Proposal a condition to the parties’ obligations to consummate the Merger. The failure of any Company stockholder of record to grant a proxy electronically over the Internet or by telephone, to submit a signed proxy card or to vote by ballot at the Special Meeting will have the same effect as a vote “AGAINST” the Merger Proposal, will not have any effect on the Merger-Related Compensation Proposal and the Adjournment Proposal and will cause such Company stockholder’s shares to not be counted for purposes of determining whether a quorum is present for the transaction of business at the Special Meeting. Abstentions, if any, will be counted as votes “AGAINST” the Merger Proposal and “AGAINST” the Merger-Related Compensation Proposal. Abstentions will have the same effect as a vote “AGAINST” the Adjournment Proposal, whether or not a quorum is present at the Special Meeting. Broker non-votes, if any, will be counted as votes “AGAINST” the Merger Proposal, but assuming a quorum is present, will have no effect on the Merger-Related Compensation Proposal, and, regardless of whether a quorum is present, will have no effect on the Adjournment Proposal.

The Special Meeting will be held in person at 4350 South Monaco Street, 6th Floor, Assembly Room, Denver, Colorado, at [ ] [a.m./ p.m.], Mountain Time.

If you have any questions about the Proxy Statement, the Special Meeting, the Merger Agreement or the Merger or need assistance with voting procedures, please contact Innisfree M&A Incorporated (“Innisfree”), our proxy solicitor, by calling (877) 750-0831 (TOLL-FREE from the United States and Canada) or +1 (412) 232-3651 (from other locations).

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On behalf of the Board, I thank you for your support and appreciate your consideration of these matters.

Sincerely,

Larry A. Mizel

Executive Chairman

M.D.C. Holdings, Inc.

Neither the SEC nor any state securities regulatory agency has approved or disapproved of the transactions described in this document or the Proxy Statement, including the Merger, or determined if the information contained in this document or the Proxy Statement is accurate or adequate. Any representation to the contrary is a criminal offense.

The Proxy Statement is dated [ ], 2024 and, together with the enclosed form of proxy card, is first being mailed to Company stockholders on or about [ ], 2024.

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PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

DATED AS OF FEBRUARY 23, 2024

M.D.C. Holdings, Inc.

4350 South Monaco Street, Suite 500

Denver, Colorado 80237

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

YOUR VOTE IS VERY IMPORTANT

PLEASE VOTE YOUR SHARES PROMPTLY

The Special Meeting will be held for the following purposes:

to consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of January 17, 2024, by and among SH Residential Holdings, LLC, a Delaware limited liability company (“Parent”), Clear Line, Inc., a Delaware corporation and indirect wholly owned subsidiary of Parent (“Merger Sub”), solely for the purposes of Section 6.2, Section 6.17 and Section 9.15 of the Merger Agreement, Sekisui House, Ltd., a Japanese kabushiki kaisha (“Guarantor”), and MDC (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), a copy of which is attached as Annex A to the proxy statement (the “Proxy Statement”) accompanying this notice and pursuant to which Merger Sub will merge with and into MDC (the “Merger”), with MDC surviving the Merger and becoming an indirect wholly owned subsidiary of Parent, and to approve the transactions contemplated thereby, including the Merger (the “Merger Proposal”);

2.	to consider and vote on a non-binding, advisory proposal to approve compensation that will or may become payable by MDC to its named executive officers in connection with the Merger (the “Merger-Related Compensation Proposal”); and

to consider and vote on a proposal to approve an adjournment of the Special Meeting, from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal and approve the Merger or in the absence of a quorum, subject to and in accordance with the terms of the Merger Agreement (the “Adjournment Proposal”).

The affirmative vote of a majority of the outstanding shares of MDC’s common stock, par value $0.01 per share (“MDC Common Stock”), including unvested Company RSAs (as defined below), entitled to vote thereon is required to approve the Merger Proposal. The affirmative vote of the holders of a majority of the total number of votes of MDC Common Stock, including unvested Company RSAs, present at the Special Meeting, or represented by proxy and entitled to vote thereon, provided a quorum is present, is required to approve, by means of a non-binding, advisory vote, the Merger-Related Compensation Proposal. The affirmative vote of the holders of a majority of the total number of votes of MDC Common Stock, including unvested Company RSAs, present at the Special Meeting, or represented by proxy and entitled to vote thereon is required to approve the Adjournment Proposal. The failure of any Company stockholder of record to grant a proxy electronically over the Internet or by telephone, to submit a signed proxy card or to vote by ballot at the Special Meeting will have the same effect as a vote “AGAINST” the Merger Proposal, will not have any effect on the Merger-Related Compensation Proposal and the Adjournment Proposal and will cause such Company stockholder’s shares to not be counted for purposes of determining whether a quorum is present for the transaction of business at the Special Meeting. Abstentions, if any, will be counted as votes “AGAINST” the Merger Proposal and “AGAINST” the Merger-Related Compensation Proposal. Abstentions will have the same effect as a vote “AGAINST” the Adjournment Proposal, whether or not a quorum is present at the Special Meeting. Broker non-votes, if any, will be counted as votes “AGAINST” the Merger Proposal, but assuming a quorum is present, will have no effect on the Merger-Related Compensation Proposal, and, regardless of whether a quorum is present, will have no effect on the Adjournment Proposal.

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Only Company stockholders of record as of the close of business on [ ], 2024 are entitled to notice of the Special Meeting and to vote at the Special Meeting or at any adjournment or postponement thereof. A list of stockholders entitled to vote at the Special Meeting will be available in our principal executive offices located at 4350 South Monaco Street, Suite 500, Denver, Colorado 80237 during regular business hours for a period of no less than ten (10) days ending on the day before the Special Meeting.

If your shares of MDC Common Stock are registered directly in your name, you are considered the stockholder of record with respect to those shares. If your shares are held in a stock brokerage account or by a bank, trust, or other nominee, then the broker, bank, trust or other nominee is considered to be the stockholder of record with respect to those shares. However, you are still considered to be the beneficial owner of those shares, and your shares are said to be held in “street name.” Street name holders generally cannot submit a proxy or vote their shares directly and must instead instruct the broker, bank, trust or other nominee how to vote their shares using the methods described herein. Because the proposals are “non-routine matters,” your broker, bank, trust or other nominee does not have discretionary authority to vote your shares on the proposals. If your shares of MDC Common Stock are held in street name, your broker, bank, trust or other nominee has enclosed a voting instruction form with the Proxy Statement. If you hold your shares in street name and give voting instructions to your broker, bank, trust or other nominee with respect to one of the proposals, but give no instruction as to the other proposals, then those shares will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to the proposal as to which instructions were given, and will not be voted with respect to any other proposal. We encourage you to authorize your broker, bank, trust or other nominee to vote your shares “FOR” each of the proposals by following the instructions provided on the enclosed voting instruction form to provide your instructions over the Internet, by telephone or by signing, dating and returning the voting instruction form in the postage-paid envelope provided. We encourage you to vote electronically.

Company stockholders and beneficial owners who do not vote in favor of the Merger Proposal will have the right to seek appraisal of the fair value of their shares of MDC Common Stock if they deliver a written demand for appraisal to the Company before the vote is taken on the Merger Proposal and otherwise comply with, and do not validly withdraw their demands or otherwise lose their appraisal rights under, the applicable provisions of Delaware law, which are summarized in the Proxy Statement accompanying this notice in the section entitled “Appraisal Rights” beginning on page 93 of the Proxy Statement. A copy of Section 262 of the General Corporation Law of the State of Delaware, which details the applicable Delaware appraisal statute, may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

MDC’s board of directors (the “Board”) recommends that you vote “FOR” the Merger Proposal, “FOR” the Merger-Related Compensation Proposal and “FOR” the Adjournment Proposal. In considering the recommendation of the Board, Company stockholders should be aware that the Company’s executive officers and members of the Board may have agreements and arrangements in place that provide them with interests in the Merger that may be different from, or in addition to, those of the holders of shares of MDC Common Stock generally. See the section entitled “The Merger—Interests of the Directors and Executive Officers of MDC in the Merger” beginning on page 52 of the Proxy Statement.

Your vote is very important. Whether or not you expect to attend the Special Meeting, you are urged to complete, sign, date and return the enclosed proxy card, or to submit your vote by Internet or telephone, at your earliest convenience. If you hold your shares in “street name,” you should instruct your bank, broker, trust, or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker, trust or other nominee. Your bank, broker, trust or other nominee cannot vote on any of the proposals, including the Merger Proposal, without your instructions. Instructions for voting your shares are included on the enclosed proxy card or the voting instruction form you will receive. If you are a record holder and you send in your proxy and then decide to attend the Special Meeting to vote your shares, you may still do so. You may revoke your proxy in the manner described in the Proxy Statement at any time before it has been voted at the Special Meeting.

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Our Notice of Special Meeting and Proxy Statement are available at www.proxyvote.com.

By order of the Board of Directors,


Joseph H. Fretz Secretary M.D.C. Holdings, Inc. [ ], 2024

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IMPORTANT

Your vote is extremely important. Whether or not you plan to attend the Special Meeting and regardless of the number of shares you own, we urge you to vote promptly “FOR” each of the proposals.

If you have any questions about submitting your proxy card or otherwise require assistance, please contact:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Stockholders May Call: (877) 750-0831 (TOLL-FREE from the U.S. and Canada)

or +1 (412) 232-3651 (from other locations)

Banks and Brokers May Call Collect: (212) 750-5833

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SUMMARY		1

	The Special Meeting	1
	Parties Involved in the Merger	3
	Effect of the Merger	4
	Company Notes	4
	Merger Consideration	5
	Effect on MDC if the Merger is Not Consummated	6
	Recommendation and Reasons for the Merger	6
	Opinion of Vestra Advisors LLC	6
	Interests of the Directors and Executive Officers of MDC in the Merger	7
	Voting Agreement	7
	Financing of the Merger	8
	U.S. Federal Income Tax Consequences of the Merger	8
	Regulatory Approvals Required for the Merger	8
	Legal Proceedings Regarding the Merger	8
	Solicitation of Other Offers	9
	Company Board Recommendation Changes	9
	Regulatory Efforts	9
	Conditions to the Closing of the Merger	10
	Termination of the Merger Agreement	10
	Company Termination Fee	10
	Specific Performance	11
	Market Prices	11
	Appraisal Rights	11

QUESTIONS AND ANSWERS		13

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		22

THE SPECIAL MEETING		23

	Date, Time and Place of the Special Meeting	23
	Purpose of the Special Meeting	23
	Record Date; Shares Entitled to Vote; Quorum	23
	Vote Required; Abstentions and Broker Non-Votes	23
	Shares Held by the Company’s Directors and Executive Officers	24
	Voting of Proxies	24
	How You May Revoke or Change Your Vote	25
	Adjournments	25
	Tabulation of Votes	26
	Solicitation of Proxies	26
	Anticipated Date of Consummation of the Merger	26
	Attending the Special Meeting	26
	Assistance	27

PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT		28

THE MERGER		28

	Parties Involved in the Merger	28
	Effect of the Merger	29
	Company Notes	29
	Effect on MDC if the Merger is Not Consummated	29
	Merger Consideration	30
	Background of the Merger	30
	Recommendation and Reasons for the Merger	38

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	Opinion of Vestra Advisors LLC	43
	Projections	49
	Interests of the Directors and Executive Officers of MDC in the Merger	52
	Company Options	53
	Company RSAs	53
	Company PSU Awards	54

GOLDEN PARACHUTE COMPENSATION		58

	Financing of the Merger	59
	Guarantee	59
	Voting Agreement	60
	Closing and Effective Time	60
	Accounting Treatment	60
	U.S. Federal Income Tax Consequences of the Merger	60
	Regulatory Approvals Required for the Merger	64

TERMS OF THE MERGER AGREEMENT		65

	Explanatory Note Regarding the Merger Agreement	65
	Effect of the Merger	65
	Company Notes	65
	Closing and Effective Time	65
	Directors and Officers; Certificate of Incorporation; Bylaws	66
	Merger Consideration	66
	Exchange and Payment Procedures	67
	Representations and Warranties	67
	Conduct of Business Pending the Merger	71
	Solicitation of Other Offers	75
	Company Board Recommendation Changes	78
	Employee Benefits	79
	Conditions to the Closing of the Merger	80
	Indemnification and Insurance	81
	Other Covenants	82
	Termination of the Merger Agreement	85
	Company Termination Fee	86
	Specific Performance	86
	Limitations of Liability	87
	Fees and Expenses	87
	Amendment	87
	Governing Law	87

PROPOSAL 2: ADVISORY VOTE ON MERGER-RELATED EXECUTIVE COMPENSATION ARRANGEMENTS		88

	The Merger-Related Compensation Proposal	88
	Vote Required and Board Recommendation	88
	Board Recommendation	88

PROPOSAL 3: THE ADJOURNMENT PROPOSAL		89

	The Adjournment Proposal	89
	Vote Required and Board Recommendation	89
	Board Recommendation	89

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SUMMARY

This summary highlights selected information from this proxy statement (this “Proxy Statement”) related to the merger (the “Merger”) of Clear Line, Inc., a Delaware corporation (“Merger Sub”) with and into M.D.C. Holdings, Inc. (“MDC” or the “Company”) and may not contain all of the information that is important to you. To understand the Merger more fully and for a more complete description of the legal terms of the Merger, you should read carefully this entire Proxy Statement, the annexes to this Proxy Statement and the documents we refer to in this Proxy Statement. You may obtain the information incorporated by reference in this Proxy Statement without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 101 of this Proxy Statement. The Merger Agreement (as defined below) is attached as Annex A to this Proxy Statement. You are encouraged to read the Merger Agreement, which is the legal document that governs the Merger.

Except as otherwise specifically noted in this Proxy Statement, “MDC,” the “Company,” “we,” “our,” “us” and similar words in this Proxy Statement refer to M.D.C. Holdings, Inc., including, in certain cases, our subsidiaries. Throughout this Proxy Statement we refer to SH Residential Holdings, LLC, a Delaware limited liability company as “Parent,” Clear Line, Inc., a Delaware corporation and indirect wholly owned subsidiary of Parent as “Merger Sub,” and Sekisui House, Ltd., a Japanese kabushiki kaisha as “Guarantor.” In addition, throughout this Proxy Statement we refer to the Agreement and Plan of Merger, dated as of January 17, 2024, as it may be amended from time to time, by and among the Company, Parent, Merger Sub, and solely for the purposes of Section 6.2, Section 6.17 and Section 9.15, Guarantor as the “Merger Agreement.”

The Special Meeting (page 23)

Date, Time and Place

The special meeting of the stockholders of MDC (“Company stockholders”) (and such meeting, the “Special Meeting”) will be held on [ ], [ ], 2024, at 4350 South Monaco Street, 6th Floor, Assembly Room, Denver, Colorado, at [ ] [a.m.] / [p.m.], Mountain Time.

Record Date; Shares Entitled to Vote

You are entitled to vote at the Special Meeting if you owned shares of common stock of MDC, par value $0.01 per share (“MDC Common Stock”), including unvested Company RSAs (as defined below), at the close of business on [ ], 2024, the record date for the Special Meeting (the “Record Date”). You will have one vote at the Special Meeting for each share of MDC Common Stock you owned at the close of business on the Record Date.

Purpose

At the Special Meeting, we will ask Company stockholders of record as of the Record Date to vote (i) to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger (the “Merger Proposal”), (ii) to approve, by non-binding, advisory vote, compensation that will or may become payable by MDC to its named executive officers in connection with the Merger (the “Merger-Related Compensation Proposal”) and (iii) to approve an adjournment of the Special Meeting, from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal or in the absence of a quorum, subject to and in accordance with the terms of the Merger Agreement (the “Adjournment Proposal” and, together with the Merger Proposal and the Merger-Related Compensation Proposal, the “Special Meeting Proposals”).

Quorum

As of the Record Date, there were approximately [ ] shares of MDC Common Stock outstanding and entitled to be voted at the Special Meeting, consisting of [ ] shares of MDC Common Stock and [ ] unvested Company RSAs. The presence in person or represented by proxy of one-third of the outstanding shares of MDC Common Stock entitled to vote at the Special Meeting constitutes a quorum. As a result, [ ] shares of MDC Common Stock must be represented by proxy or by stockholders present and entitled to vote at the Special Meeting to have a quorum. Shares of MDC Common Stock are counted as present if:

•	the holders of such shares are present in person at the Special Meeting; or

•	a proxy card has been properly submitted by mail, by telephone or over the Internet with respect to such shares.

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If you are a stockholder of record and you submit your proxy card, regardless of whether you abstain from voting on one or more of the Special Meeting Proposals, your shares of MDC Common Stock will be counted as present at the Special Meeting for the purpose of determining a quorum. If your shares are held in “street name,” your shares of MDC Common Stock are counted as present for purposes of determining a quorum if your broker, bank, trust or other nominee submits a proxy covering your shares. If you hold your shares in “street name” and do not give any instruction to your broker, bank, trust or other nominee as to how your shares should be voted at the Special Meeting, those shares will not be voted on any Special Meeting Proposal and will not be counted for purposes of determining a quorum. If you hold your shares in street name and give voting instructions to your broker, bank, trust or other nominee with respect to one of the proposals, but give no instruction as to the other proposals, then those shares will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to the proposal as to which instructions were given, and will not be voted with respect to any other proposal.

Required Vote

The affirmative vote of a majority of the outstanding shares of MDC Common Stock, including unvested Company RSAs, entitled to vote thereon is required to approve the Merger Proposal. The affirmative vote of the holders of a majority of the total number of votes of MDC Common Stock, including unvested Company RSAs, present at the Special Meeting or represented by proxy and entitled to vote thereon, provided a quorum is present, is required to approve, by means of a non-binding, advisory vote, the Merger-Related Compensation Proposal. The affirmative vote of the holders of a majority of the total number of votes of MDC Common Stock, including unvested Company RSAs, present at the Special Meeting or represented by proxy and entitled to vote thereon is required to approve the Adjournment Proposal. This means that the Merger Proposal will be approved if the number of shares voted “FOR” such proposal is greater than fifty percent (50%) of the total number of outstanding shares of MDC Common Stock, including unvested Company RSAs, entitled to vote at the Special Meeting. Abstentions, if any, will be counted as votes “AGAINST” the Merger Proposal and “AGAINST” the Merger-Related Compensation Proposal. Abstentions will have the same effect as a vote “AGAINST” the Adjournment Proposal, whether or not a quorum is present at the Special Meeting. Broker non-votes, if any, will be counted as votes “AGAINST” the Merger Proposal, but assuming a quorum is present, will have no effect on the Merger-Related Compensation Proposal, and, regardless of whether a quorum is present, will have no effect on the Adjournment Proposal.

Share Ownership of Directors and Executive Officers of MDC

As of the Record Date, the directors and executive officers of MDC beneficially owned, and were entitled to vote, in the aggregate, [ ] outstanding shares of MDC Common Stock, consisting of [ ] shares of MDC Common Stock and [ ] unvested Company RSAs, representing approximately [ ]% of the outstanding shares of MDC Common Stock. We expect that the directors and executive officers of MDC will beneficially own and be entitled to vote a similar figure at the Special Meeting. The directors and executive officers of MDC have informed MDC that they currently intend to vote all of their shares of MDC Common Stock “FOR” the Merger Proposal, “FOR” the Merger-Related Compensation Proposal and “FOR” the Adjournment Proposal. In addition, Mr. Larry A. Mizel, Mr. David D. Mandarich and certain of Mr. Mizel’s affiliates and estate planning vehicles (the “Specified Company Stockholders”), who collectively beneficially own approximately 21.2% of the voting power of the MDC Common Stock, have entered into a Voting Agreement (the “Voting Agreement”) with Parent pursuant to which, among other things, the Specified Company Stockholders have agreed to vote their shares of MDC Common Stock in favor of the Merger Proposal, subject to, and in accordance with the terms of the Voting Agreement. For more information, see the section entitled “Voting Agreement” beginning on page 60 of the Proxy Statement.

How You Can Vote

If you are the stockholder of record with respect to your shares, you may cast your shares in any of four ways:

1.	by voting over the Internet using the website indicated on the enclosed proxy card;

2.	by telephone using the toll-free number on the enclosed proxy card;

3.	by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided; or

4.	by attending the Special Meeting and voting by ballot.

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If your shares of MDC Common Stock are registered directly in your name, you are considered the stockholder of record with respect to those shares.

If your shares of MDC Common Stock are held in a stock brokerage account or by a bank, trust, or other nominee, then the broker, bank, trust or other nominee is considered to be the stockholder of record with respect to those shares. However, you are still considered to be the beneficial owner of those shares, and your shares are said to be held in “street name.” Street name holders generally cannot submit a proxy or vote their shares directly and must instead instruct the broker, bank, trust or other nominee how to vote their shares using the methods described above. Because the proposals are “non-routine matters,” your broker, bank, trust or other nominee does not have discretionary authority to vote your shares on the Special Meeting Proposals. If your shares of MDC Common Stock are held in street name, your broker, bank, trust or other nominee has enclosed a voting instruction form with the Proxy Statement. If you hold your shares in street name and give voting instructions to your broker, bank, trust or other nominee with respect to one of the proposals, but give no instruction as to the other proposals, then those shares will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to the proposal as to which instructions were given, and will not be voted with respect to any other proposal. We encourage you to authorize your broker, bank, trust or other nominee to vote your shares “FOR” each of the Special Meeting Proposals by following the instructions provided on the enclosed voting instruction form to provide your instructions over the Internet, by telephone or by signing, dating and returning the voting instruction form in the postage-paid envelope provided.

YOUR VOTE IS VERY IMPORTANT. We encourage all stockholders to vote electronically. Please submit your proxy via the Internet or by telephone by following the instructions on the enclosed proxy card. If you do not have access to a touch-tone phone or the Internet, you may alternatively vote by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided – even if you plan to attend the Special Meeting.

All shares entitled to vote and represented by properly submitted proxies (including those submitted via the Internet, by telephone and by mail) received at the Special Meeting, and not revoked or superseded, will be voted at the Special Meeting in accordance with the instructions indicated on those proxies. If no direction is indicated on a proxy card, such shares will be voted by the proxy holders named on the enclosed proxy card according to the recommendation of the board of directors of MDC (the “Board”) “FOR” each of the Special Meeting Proposals.

Parties Involved in the Merger (page 28)

M.D.C. Holdings, Inc.

MDC is a Delaware corporation with its principal executive offices located at 4350 South Monaco Street, Suite 500, Denver, Colorado 80237. The Company has two primary operations, homebuilding and financial services. The Company’s homebuilding operations consist of wholly owned subsidiary companies that generally purchase finished lots or develop lots to the extent necessary for the construction and sale primarily of single-family detached homes to first-time and first-time move-up homebuyers under the name “Richmond American Homes.” The Company’s homebuilding operations are comprised of various homebuilding divisions that the Company considers to be their operating segments. For financial reporting purposes, the Company’s homebuilding operations are aggregated into reportable segments as follows: (i) West (includes operations in Arizona, California, Nevada, New Mexico, Oregon, Texas and Washington); (ii) Mountain (includes operations in Colorado, Idaho and Utah); and (iii) East (includes operations in Alabama, Florida, Maryland, Pennsylvania, Tennessee and Virginia).

The Company’s financial services operations consist of (i) HomeAmerican Mortgage Corporation (“HomeAmerican”), which originates mortgage loans primarily for our homebuyers, (ii) Allegiant Insurance Company, Inc., A Risk Retention Group (“Allegiant”), which provides insurance coverage primarily to our homebuilding subsidiaries on homes that have been delivered and most of our subcontractors for completed work on those delivered homes, (iii) StarAmerican Insurance Ltd. (“StarAmerican”), which is a re-insurer of Allegiant claims, (iv) American Home Insurance Agency, Inc., which offers third-party insurance products to our homebuyers, and (v) American Home Title and Escrow Company, which provides title agency services to our homebuilding subsidiaries and our customers in certain states. For financial reporting, the Company has aggregated their financial services operating segments into reportable segments as follows: (i) mortgage operations (represents HomeAmerican only) and (ii) other (all remaining operating segments).

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MDC Common Stock is currently listed on the New York Stock Exchange (“NYSE”) under the symbol “MDC.”

Sekisui House, Ltd.

Guarantor is a Japanese home builder. Guarantor divides its operations into four areas: the built-to-order business, supplied housing business, development business and overseas business. The built-to-order business creates high-value-added, high-quality housing stock on land owned by the customer. The supplied housing business works to increase the asset value of housing stock through remodeling and supports the management of rental housing through subleasing. The development business starts from land acquisition and other investments to create high-quality communities. The overseas business provides housing markets in other countries with the quality and advanced technologies Guarantor has cultivated in Japan. Guarantor’s global vision is to “make home the happiest place in the world.” Pursuant to the Merger Agreement, and subject to the terms and conditions contained therein, Guarantor is guaranteeing the obligations of Parent and Merger Sub in connection with the Merger Agreement.

SH Residential Holdings, LLC

Parent, an indirect, wholly owned subsidiary of Guarantor, is a Delaware limited liability company. Parent serves as a holding company for Guarantor’s home building subsidiaries in the United States. Upon completion of the Merger, MDC will be an indirect, wholly owned subsidiary of Parent.

Clear Line, Inc.

Merger Sub, an affiliate of Guarantor, is a Delaware corporation and an indirect, wholly owned subsidiary of Parent and was formed on January 12, 2024, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, including the Merger, and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement. Upon completion of the Merger, Merger Sub will merge with and into MDC and will cease to exist.

Effect of the Merger (page 29)

The Merger Agreement provides that, upon the terms and subject to the conditions of the Merger Agreement, and in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), at the Effective Time, Merger Sub will be merged with and into MDC, whereupon the separate corporate existence of Merger Sub will thereupon cease, and MDC will continue as the surviving corporation under the name “M.D.C. Holdings, Inc.” (the “Surviving Corporation”). As a result of the Merger, the Surviving Corporation will become an indirect, wholly owned subsidiary of Parent and MDC Common Stock will no longer be publicly traded. In addition, MDC Common Stock will be delisted from the NYSE and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in each case, in accordance with applicable laws, rules and regulations. Except to the extent required in connection with any Company Notes (as defined below) that remain listed on the NYSE and registered under the Exchange Act following the Closing (as defined below), MDC will no longer file periodic or other reports with the United States Securities and Exchange Commission (the “SEC”). There can be no assurances that any series of Company Notes will continue to be listed on the NYSE and registered under the Exchange Act following the Closing. If the Merger is consummated, you will not own or be entitled to acquire any shares of the Surviving Corporation. The “Effective Time” will occur upon the filing of a certificate of merger (the “Certificate of Merger”) and its acceptance by the Secretary of State of the State of Delaware (or at such later time as MDC and Parent may mutually agree in writing and specify in the Certificate of Merger).

Company Notes (page 29)

The Company currently expects that each series of the Company Notes will remain outstanding following the Merger. The Company has agreed to use reasonable best efforts to deliver any documents required under the applicable indentures governing the Company Notes as a direct result of the Merger and to take any actions reasonably requested by Parent in connection therewith. “Company Notes” means the Company’s 3.850% Senior Notes due 2030, 2.500% Senior Notes due 2031, 6.000% Senior Notes due 2043 and 3.966% Senior Notes due 2061.

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Merger Consideration (page 30)

MDC Common Stock

Upon the consummation of the Merger, each share of MDC Common Stock outstanding as of immediately prior to the Effective Time (other than shares of MDC Common Stock that are (A)(i) held by MDC as treasury stock, (ii) held directly by Parent or Merger Sub (the “Buyer Parties”), or (iii) held by any direct or indirect wholly owned subsidiary of the Buyer Parties, in each case, as of immediately prior to the Effective Time (collectively, the “Owned Company Shares”), (B) held by any direct or indirect wholly owned subsidiary of MDC immediately prior to the Effective Time, (C) held by a Company stockholder who is entitled to demand, and has properly and validly demanded, appraisal for such shares of MDC Common Stock in accordance with, and who complies in all respects with, Section 262 of the DGCL (the “Dissenting Company Shares”), or (D) Company RSAs, the treatment of which is described under “Treatment of Company Options, Company RSAs and Company PSU Awards”) will be cancelled and cease to exist and automatically converted into the right to receive cash in an amount equal to $63.00 per share, without interest thereon (the “Per Share Price” or the “Merger Consideration”). At the Effective Time, each Owned Company Share will automatically be cancelled and cease to exist, and no consideration or payment will be delivered in exchange therefor or in respect thereof, and each share of MDC Common Stock held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock of the Surviving Corporation with an aggregate value immediately after the consummation of the Merger equal to the Merger Consideration. At the Effective Time, each Dissenting Company Share will be cancelled and cease to exist, and the holders of Dissenting Company Shares will only be entitled to the rights granted to them under Section 262 of the DGCL with respect to such Dissenting Company Shares.

Treatment of Company Options, Company RSAs and Company PSU Awards

Company Options. At the Effective Time, each award of options to purchase shares of MDC Common Stock granted under any Company Equity Plan (as defined in the Merger Agreement) (each, a “Company Option”) that is outstanding and unexercised, whether vested or unvested, as of immediately prior to the Effective Time will be fully vested, cancelled and automatically converted into the right to receive an amount in cash, without interest, equal to the product of (A) the excess (if any) of (1) the Merger Consideration over (2) the exercise price per share of such Company Option, multiplied by (B) the number of shares of MDC Common Stock subject to such Company Option, subject to any required withholding of taxes; provided, however, that any Company Options with respect to which the applicable per share exercise price is greater than the Merger Consideration will be cancelled without consideration.

Company RSAs. At the Effective Time, each award of restricted stock granted under any Company Equity Plan (each, a “Company RSA”), whether vested or unvested, that is outstanding as of immediately prior to the Effective Time will be fully vested, cancelled and automatically converted into the right to receive an amount in cash, without interest, equal to the product of (A) the aggregate number of shares of MDC Common Stock subject to such Company RSA, multiplied by (B) the Merger Consideration, subject to any required withholding of taxes.

Company PSU Awards. At the Effective Time, each performance stock unit award relating to shares of MDC Common Stock granted under any Company Equity Plan (each, a “Company PSU Award”), whether vested or unvested, that is outstanding as of immediately prior to the Effective Time will be fully vested, cancelled and automatically converted into the right to receive an amount in cash, without interest, equal to the product of (A) the aggregate number of shares of MDC Common Stock subject to such Company PSU Award based on maximum performance, multiplied by (B) the Merger Consideration, subject to any required withholding of taxes.

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Effect on MDC if the Merger is Not Consummated (page 29)

If the Merger Agreement is not adopted by the Company stockholders, or if the Merger is not consummated for any other reason:

•	the Company stockholders will not be entitled to, nor will they receive, any payment for their respective shares of MDC Common Stock pursuant to the Merger Agreement;

•	MDC will remain an independent public company, the MDC Common Stock will continue to be listed and traded on the NYSE and registered under the Exchange Act, and MDC will continue to file periodic and other reports with the SEC; and

•

under certain circumstances specified in the Merger Agreement, MDC would be required to pay Parent a termination fee (the “Company Termination Fee”) of $147,420,000 upon the termination of the Merger Agreement. For more information, please see the section entitled “Terms of the Merger Agreement—Company Termination Fee” beginning on page 86 of this Proxy Statement.

Recommendation and Reasons for the Merger (page 38)

On January 17, 2024, the Board, after considering various factors, including those described in the section entitled “The Merger—Recommendation and Reasons for the Merger” beginning on page 38 of this Proxy Statement, and after consultation with the Company’s independent legal and financial advisors, unanimously (i) approved and adopted the Merger Agreement, (ii) resolved to recommend that the stockholders of MDC adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger, and (iii) determined (among other things) that the terms of the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, the Company and its stockholders, and declared it advisable, to enter into the Merger Agreement and consummate the Merger and the other transactions contemplated by the Merger Agreement in accordance with the DGCL and upon the terms and subject to the conditions set forth in the Merger Agreement.

The Board recommends that you vote (i) “FOR” the Merger Proposal, (ii) “FOR” the Merger-Related Compensation Proposal and (iii) “FOR” the Adjournment Proposal.

Opinion of Vestra Advisors LLC (page 43)

MDC retained Vestra Advisors, LLC (“Vestra”) as financial advisor in connection with the Merger. In connection with this engagement, the Board requested that Vestra evaluate the fairness, from a financial point of view, to the holders of MDC Common Stock (other than Excluded Holders (as defined in Vestra’s written opinion)) of the Merger Consideration to be paid to such holders pursuant to the Merger Agreement. On January 17, 2024, Vestra rendered to the Board its oral opinion, which was subsequently confirmed by delivery of a written opinion dated January 17, 2024 that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered and limitations on the review undertaken by Vestra as set forth therein, the Merger Consideration to be paid to the holders of MDC Common Stock (other than Excluded Holders) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of Vestra’s written opinion, dated January 17, 2024, which describes the various assumptions made, procedures followed, matters considered, and limitations on the review undertaken by Vestra in preparing its opinion, is attached as Annex B and is incorporated herein by reference. Vestra’s financial advisory services and opinion were provided for the information and assistance of the Board (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Merger and Vestra’s opinion addressed only the fairness, from a financial point of view, as of the date thereof, to the holders of MDC Common Stock (other than Excluded Holders) of the Merger Consideration to be paid to such holders pursuant to the Merger Agreement. Vestra’s opinion did not address any other term or aspect of the Merger Agreement or the Merger and does not constitute a recommendation to any MDC stockholder or any other person as to how such stockholder or other person should vote with respect to the Merger or otherwise act with respect to the Merger or any other matter.

The full text of Vestra’s written opinion should be read carefully in its entirety for a description of the various assumptions made, procedures followed, matters considered and limitations upon the review undertaken by Vestra in preparing its opinion.

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Interests of the Directors and Executive Officers of MDC in the Merger (page 52)

When considering the recommendation of the Board that you vote to approve the Merger Proposal, you should be aware that the directors and executive officers of MDC may have interests in the Merger that are different from, or in addition to, your interests as a stockholder. The Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in evaluating and negotiating the Merger Agreement, in approving the Merger Agreement and the Merger and in recommending that the Merger Agreement be adopted by Company stockholders. These interests include the following:

•	the acceleration and cash out of equity awards held by the executive officers of MDC and members of the Board, as of the Effective Time, for $63.00 in cash per share (net of any applicable exercise price with respect to Company Options);

•

the entitlement of Messrs. Larry A. Mizel, the Executive Chairman of MDC, and David D. Mandarich, the President and Chief Executive Officer of MDC, to (i) receive a transaction bonus payable at the Effective Time based on the severance amount they would have otherwise been entitled to receive under their existing employment agreements had they experienced a qualifying termination on the Closing Date (based on the severance amounts as calculated on December 31, 2023) in lieu of the cash severance that would have been payable under such employment agreements and (ii) enter into New Employment Agreements (as defined and described under the section entitled “Payments Upon Termination At or Following a Change in Control” beginning on page 54 of this Proxy Statement) which are contemplated to be effective as of the Closing Date;

•

the entry of Messrs. Robert Martin, the Senior Vice President and Chief Financial Officer of MDC, and Michael Kaplan, the Senior Vice President and General Counsel of MDC into amended Change in Control Agreements that will provide for a transaction bonus payable at the Effective Time based on the severance amount they would have otherwise been entitled to receive under their existing Change in Control Agreements upon a qualifying termination on or following the completion of the Merger in lieu of the cash severance that would have been payable under such Change in Control Agreements;

•

the amendment of the retirement benefits of Herbert T. Buchwald, the Company’s lead independent director, such that the benefit will pay out in full within the 30-day period before the Closing or within the 12-month period following the Closing, subject to Mr. Buchwald’s agreement to provide services through the Closing; and

•	the continued indemnification and directors’ and officers’ liability insurance to be provided by the Surviving Corporation.

In addition, the Board has taken all steps reasonably necessary or advisable to cause any dispositions of shares of MDC equity securities (including derivative securities) pursuant to the transactions contemplated by the Merger Agreement by each individual who is a director or officer of MDC subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to MDC to be exempt under Rule 16b-3 under the Exchange Act.

See the section entitled “The Merger—Interests of the Directors and Executive Officers of MDC in the Merger” beginning on page 52 of this Proxy Statement for a more detailed description of these interests.

If the Merger Proposal is approved by Company stockholders, the shares of MDC Common Stock held by the directors and executive officers of MDC will be treated in the same manner as outstanding shares of MDC Common Stock held by all other Company stockholders entitled to receive the Merger Consideration.

Voting Agreement (page 60)

On January 17, 2024, in connection with the Company’s execution of the Merger Agreement, the Specified Company Stockholders entered into the Voting Agreement with Parent, pursuant to which the Specified Company Stockholders have agreed, among other things, to vote their shares of MDC Common Stock in favor of the adoption of the Merger Agreement and the approval of the Merger and the other transactions contemplated thereby and any other matters that would reasonably be expected to facilitate the Merger and against, among other things, any other action, proposal or transaction that is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, discourage or prevent the consummation of, or otherwise adversely affect, the Merger or any of the other transactions contemplated by the Merger Agreement or Voting Agreement,

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in each case, subject to and in accordance with, the terms of the Voting Agreement. The Voting Agreement also includes certain restrictions on transfer of shares of MDC Common Stock by such Specified Company Stockholders. The Voting Agreement will automatically terminate upon certain events, including the termination of the Merger Agreement.

Financing of the Merger (page 59)

On January 17, 2024, Guarantor, Parent and Merger Sub obtained debt financing commitments of $4.5 billion in the aggregate from certain financial institutions, which will be used to finance a portion of the consideration due under the Merger Agreement and fees and expenses related to the Merger, subject to the terms and conditions set forth in the related debt commitment letters. The obligations of the Buyer Parties to consummate the Merger are not subject to any financing condition.

U.S. Federal Income Tax Consequences of the Merger (page 60)

The receipt of cash by Company stockholders in exchange for shares of MDC Common Stock in the Merger will be a taxable transaction to U.S. Holders (as defined under the section entitled “The Merger—U.S. Federal Income Tax Consequences of the Merger—U.S. Holders” beginning on page 62 of this Proxy Statement) for U.S. federal income tax purposes. Such receipt of cash by a Company stockholder that is a U.S. Holder generally will result in the recognition of gain or loss in an amount measured by the difference, if any, between the amount of cash that such U.S. Holder receives in the Merger and such U.S. Holder’s adjusted tax basis in the shares of MDC Common Stock surrendered in the Merger. Backup withholding may also apply to the cash payments made pursuant to the Merger, unless the U.S. Holder complies with certification procedures under the backup withholding rules.

Company stockholders that are Non-U.S. Holders (as defined under the section entitled “The Merger—U.S. Federal Income Tax Consequences of the Merger—Non-U.S. Holders” beginning on page 62 of this Proxy Statement) generally will not be subject to U.S. federal income tax with respect to the exchange of MDC Common Stock for cash in the Merger unless such Non-U.S. Holder has certain connections to the United States or under certain other circumstances (as described in the section entitled “The Merger—U.S. Federal Income Tax Consequences of the Merger—Non-U.S. Holders” beginning on page 62 of this Proxy Statement), but may be subject to the backup withholding rules described above unless the Non-U.S. Holder complies with certain certification procedures or otherwise establishes a valid exemption from backup withholding.

For a more complete description of the U.S. federal income tax consequences of the Merger, see the section entitled “The Merger—U.S. Federal Income Tax Consequences of the Merger” beginning on page 60 of this Proxy Statement. Stockholders should consult their own tax advisors concerning the U.S. federal income tax consequences relating to the Merger in light of their particular circumstances and any consequences arising under U.S. federal income tax laws or the laws of any state, local or non-U.S. taxing jurisdiction.

Regulatory Approvals Required for the Merger (page 64)

Under the Merger Agreement, the Merger cannot be completed until the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), has expired or been terminated, or all requisite consents, directions or orders required to consummate the Merger pursuant thereto have been obtained. For more information, please see the section entitled “The Merger—Regulatory Approvals Required for the Merger” beginning on page 64 of this Proxy Statement.

On January 31, 2024, the parties made the filings required under the HSR Act. The waiting period under the HSR Act is scheduled to expire at 11:59 p.m. Eastern Time on March 1, 2024.

Legal Proceedings Regarding the Merger

As of the date of this Proxy Statement, there are no pending lawsuits challenging the Merger. However, potential plaintiffs may file lawsuits challenging the Merger. The outcome of any future litigation is uncertain. Such litigation, if not resolved, could prevent or delay consummation of the Merger and result in substantial costs to MDC, including any costs associated with the indemnification of directors and officers. One of the conditions to the consummation of the Merger is that no governmental entity of competent jurisdiction shall have enacted, issued or promulgated any law after the date of the Merger Agreement that is in effect as of the Closing

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Date, nor issued or granted any order or injunction, whether temporary, preliminary, or permanent, after the date of the Merger Agreement that is in effect as of the Closing, in each case, which has the effect of restraining, enjoining or otherwise prohibiting the consummation of the Merger. Therefore, if a plaintiff were successful in obtaining an injunction prohibiting the consummation of the Merger on the agreed-upon terms, then such injunction may prevent the Merger from being consummated, or from being consummated within the expected time frame.

Solicitation of Other Offers (page 75)

For purposes of this Proxy Statement, each of “Acceptable Confidentiality Agreement,” “Acquisition Proposal” and “Superior Proposal” is defined in the section entitled “Terms of the Merger Agreement—Solicitation of Other Offers” beginning on page 75 of this Proxy Statement.

From the execution of the Merger Agreement until the earlier to occur of the termination of the Merger Agreement and the Effective Time, the Company will be subject to customary “no-shop” restrictions on its ability to solicit alternative Acquisition Proposals from third parties and to provide information to, and participate in discussions and negotiations with, third parties regarding any alternative Acquisition Proposals, subject to a customary “fiduciary out” provision that allows the Company, under certain specified circumstances, to provide information to, and participate or engage in discussions or negotiations with, third parties with respect to an Acquisition Proposal if the Board determines in good faith (after consultation with the Company’s financial advisor and outside legal counsel) that such alternative Acquisition Proposal constitutes a Superior Proposal or would be reasonably likely to result in a Superior Proposal, and the failure to take such actions would be reasonably likely to be inconsistent with the directors’ fiduciary duties pursuant to applicable law.

Company Board Recommendation Changes (page 78)

For purposes of this Proxy Statement, each of “Company Board Recommendation Change” and “Intervening Event” is defined in the section entitled “Terms of the Merger Agreement—Company Board Recommendation Changes” beginning on page 78 of this Proxy Statement.

As described above, the Board has made the recommendation that the Company stockholders vote “FOR” the Merger Proposal. Under the Merger Agreement, under certain circumstances and subject to certain requirements described under the section entitled “Terms of the Merger Agreement—Company Board Recommendation Changes” beginning on page 78 of this Proxy Statement, prior to the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the voting power of the outstanding shares of MDC Common Stock entitled to vote on such matters at the Special Meeting (the “Company Stockholder Approval”), the Board may effect a Company Board Recommendation Change if (i) there has been an Intervening Event; or (ii) the Board determines that an Acquisition Proposal constitutes a Superior Proposal. The Board may only effect a Company Board Recommendation Change (i) for an Intervening Event or (ii) in response to a bona fide Acquisition Proposal that the Board has concluded in good faith (after consultation with its financial advisor and outside legal counsel) constitutes a Superior Proposal if, in each case, the Board determines in good faith (after consultation with its outside legal counsel) that failure to do so would be reasonably likely to be inconsistent with its fiduciary duties pursuant to applicable law and subject to additional requirements set forth in the Merger Agreement, including, in certain circumstances, payment of the Company Termination Fee.

Regulatory Efforts (page 83)

The parties to the Merger Agreement (including, for the avoidance of doubt, Guarantor) have agreed to use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties to the Merger Agreement in doing, or causing to be done, all things necessary, proper or advisable under applicable law to consummate the Merger and the other transactions contemplated by the Merger Agreement as soon as practicable. Guarantor, Parent and Merger Sub will use (and will cause each of their respective subsidiaries to use) reasonable best efforts to take, or cause to be taken, any and all steps necessary or prudent, to avoid or eliminate each and every impediment under any applicable law that may be asserted by any governmental entity or any other person so as to enable the parties to consummate the Merger and the other transactions contemplated by the Merger Agreement, as promptly as practicable, including, among other things, becoming subject to, consenting to, committing to and/or negotiating, proposing,

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offering, settling, undertaking, agreeing to or otherwise taking any action with respect to, permitting or suffering to exist, any requirement, condition, limitation, understanding, agreement or order to (A) sell, license, lease, assign, transfer, divest, encumber, hold separate, or otherwise dispose of any share capital or other equity or voting interest, assets, licenses, operations, rights, product lines, business or portion of business of the Buyer Parties, Guarantor, the Company, the Surviving Corporation and their respective subsidiaries; and (B) conduct, restrict, operate, invest or otherwise change the assets, licenses, operations, rights, product lines, the business or portion of the business of the Buyer Parties, Guarantor, the Company, the Surviving Corporation and their respective subsidiaries; provided that neither Guarantor, Parent and Merger Sub nor any of their respective subsidiaries shall be required to take any of the actions referred to above (1) unless the effectiveness thereof is conditioned on the occurrence of the consummation of the Merger, and (2) if such actions would or would reasonably be expected to, individually or in the aggregate, result in a material adverse effect on (x) MDC and its subsidiaries taken as a whole, (y) Parent, MDC, Merger Sub, and their respective subsidiaries, taken as a whole, or (z) Guarantor and its subsidiaries taken as a whole. Guarantor, Parent and Merger will (and will cause their respective subsidiaries to) oppose fully and vigorously, including by defending through litigation on the merits, any claim asserted in court to avoid entry of, or to have vacated, lifted, reversed, overturned or terminated, any order or judgment (whether temporary, preliminary or permanent) that would prevent the closing of the Merger prior to the Termination Date (as defined below).

Conditions to the Closing of the Merger (page 80)

Under the Merger Agreement, and as further described under the section entitled “Terms of the Merger Agreement—Conditions to the Closing of the Merger” beginning on page 80 of this Proxy Statement, the consummation of the Merger (the “Closing”) is subject to certain conditions set forth in the Merger Agreement, including but not limited to the: (i) receipt of the Company Stockholder Approval; (ii) expiration or termination of any waiting periods (and any extensions thereof) applicable to the consummation of the transactions contemplated by the Merger Agreement, including the Merger, under the HSR Act, and the rules and regulations promulgated thereunder; (iii) absence of any law, order or injunction enacted or issued after the date of the Merger Agreement that is in effect as of Closing restraining, enjoining or otherwise prohibiting the Merger; and (iv) absence of a Company Material Adverse Effect following the date of the Merger Agreement (as defined under the section entitled “Terms of the Merger Agreement—Representations and Warranties” beginning on page 67 of this Proxy Statement). The waiting period under the HSR Act is scheduled to expire at 11:59 p.m. Eastern Time on March 1, 2024.

Termination of the Merger Agreement (page 85)

The Merger Agreement contains certain termination rights for the Company and Parent. The Merger Agreement may be terminated at any time prior to the Effective Time in the following circumstances, in each case, subject to and in accordance with the terms and conditions set forth in the Merger Agreement: (i) by mutual written agreement, (ii) by the Company or Parent if the Company Stockholder Approval shall not have been obtained, (iii) by the Company or Parent if there is a final, non-appealable order, injunctions, decree, judgement, directive or ruling after the date of the Merger Agreement in effect, which permanently restraints, enjoins, prohibits or make illegal the consummation of the Merger, (iv) by either party if the Merger is not consummated by 11:59 p.m., Eastern Time, on July 17, 2024, subject to extension at the election of the Company or Parent for three months if necessary to obtain HSR Act approval or to resolve an injunction relating to other specified governmental consents (the “Termination Date”), (v) by the Company or Parent for an uncured or incurable breach of representations, warranties or covenants by the other party that results in its failure to satisfy certain closing conditions, (vi) by the Company if, prior to the Company Stockholder Approval, it enters into an Alternative Acquisition Agreement providing for a Superior Proposal in accordance with the Merger Agreement and (vii) by Parent, at any time prior to the receipt of the Company Stockholder Approval, if the Company’s Board effects a Company Board Recommendation Change. Additional termination rights are further described under the section entitled “Terms of the Merger Agreement—Termination of the Merger Agreement” beginning on page 85 of this Proxy Statement.

Company Termination Fee (page 86)

Upon termination of the Merger Agreement, and as further described under the section entitled “Terms of the Merger Agreement—Company Termination Fee” beginning on page 86 of this Proxy Statement, under specified circumstances, including the Company terminating the Merger Agreement to enter into an Alternative

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Acquisition Agreement with respect to a Superior Proposal or Parent terminating the Merger Agreement due to a Company Board Recommendation Change, in each case, pursuant to and in accordance with the “fiduciary out” provisions of the Merger Agreement, the Company would be required to pay Parent a termination fee of $147,420,000. The termination fee will also be payable by the Company if the Merger Agreement is terminated under certain circumstances and prior to such termination an Acquisition Proposal has been publicly announced and not publicly withdrawn or not otherwise publicly abandoned prior to the date of such termination (or at least two business days prior to the Stockholder’s Meeting in the case of termination for the failure to receive the Company Stockholder Approval) and an Acquisition Proposal is consummated or the Company enters into a definitive agreement with respect to an Acquisition Proposal within one year of the termination.

Specific Performance (page 86)

The Buyer Parties and the Company are entitled, in addition to any other remedy to which they are entitled at law or in equity, to an injunction, specific performance and other equitable relief to prevent breaches (or threatened breaches) of the Merger Agreement and to enforce the terms of the Merger Agreement.

Market Prices (page 90)

MDC Common Stock is listed on the NYSE under the symbol “MDC.” The closing price of MDC Common Stock on January 16, 2024, the last full trading day prior to the Board’s approval of the Merger Agreement, was $53.23. On [ ], 2024, the latest practicable trading day before the date of this Proxy Statement, the closing price of MDC Common Stock was $[ ] per share.

Appraisal Rights (page 93)

If the Merger is consummated and certain conditions are met, Company stockholders and beneficial owners who continuously hold shares of MDC through the Effective Time, who do not vote in favor of the Merger Proposal and who properly demand appraisal of their shares and who do not withdraw their demands or otherwise lose their rights to seek appraisal will be entitled to seek appraisal of their shares in connection with the Merger under Section 262 of the DGCL. This means that Company stockholders and beneficial owners may be entitled to have their shares of MDC Common Stock appraised by the Delaware Court of Chancery of the State of Delaware (the “Court of Chancery”), and to receive payment in cash of the “fair value” of their shares of common stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest to be paid on the amount determined to be the fair value, if any, as determined by the Court of Chancery, as described further below. Due to the complexity of the appraisal process, persons who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Stockholders and beneficial owners considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration that they would receive pursuant to the Merger Agreement if they did not seek appraisal of their shares of MDC Common Stock.

To exercise appraisal rights, Company stockholders or beneficial owners of MDC Common Stock must: (i) deliver a written demand for appraisal to MDC before the vote is taken on the Merger Proposal; (ii) not submit a proxy or otherwise vote in favor of the Merger Proposal; (iii) continue to hold or beneficially own, as applicable, their shares of MDC Common Stock through the Effective Time; and (iv) strictly comply with all other procedures for exercising appraisal rights under the DGCL. Failure to follow exactly the procedures specified under the DGCL may result in the loss of appraisal rights. In addition, the Court of Chancery will dismiss appraisal proceedings in respect of MDC Common Stock unless certain stock ownership conditions are satisfied by the stockholders and beneficial owners seeking appraisal. The DGCL requirements for exercising appraisal rights are described in further detail in the section entitled “Appraisal Rights” beginning on page 93 of this Proxy Statement, which is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights. A copy of Section 262 of the DGCL is accessible, without subscription or cost, at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. If you hold your shares of MDC Common Stock through a bank, broker, trust, or other nominee and you wish to exercise appraisal rights, you may make a written demand for appraisal in your own name, but you must satisfy the conditions set forth above and your written demand must also reasonably identify the holder of record of the

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shares for which demand is made, be accompanied by documentary evidence of your beneficial ownership of stock (such as a brokerage or securities account statement containing such information or a letter from a broker or other record holder of such shares confirming such information) and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provide an address at which you consent to receive notices given by the Surviving Corporation under Section 262 of the DGCL and to be set forth on the verified listed required by Section 262(f) of the DGCL.

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QUESTIONS AND ANSWERS

The following questions and answers are intended to address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that may be important to you as a Company stockholder. You are encouraged to read carefully the more detailed information contained elsewhere in this Proxy Statement, the annexes to this Proxy Statement and the documents we refer to in this Proxy Statement. You may obtain the information incorporated by reference in this Proxy Statement without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 101 of this Proxy Statement.

Q:	Why am I receiving these materials?

On January 17, 2024, MDC entered into the Merger Agreement providing for the Merger of Merger Sub with and into MDC, with MDC surviving the Merger as the Surviving Corporation. As a result of the Merger, MDC will become an indirect, wholly owned subsidiary of Parent. The Board is furnishing this Proxy Statement and form of proxy card to the holders of MDC Common Stock in connection with the solicitation of proxies in favor of the Merger Proposal and the other proposals to be voted on at the Special Meeting or any adjournment or postponement thereof. This Proxy Statement includes information that we are required to provide to you under the SEC rules and is designed to assist you in voting on the matters presented at the Special Meeting. Company stockholders of record as of the Record Date may attend the Special Meeting and are entitled and requested to vote on the Special Meeting Proposals.

Q:	When and where is the Special Meeting?

A:	The Special Meeting will be held on [ ], [ ], 2024, at 4350 South Monaco Street, 6th Floor, Assembly Room, Denver, Colorado, at [ ] [a.m.] / [p.m.], Mountain Time.

Q:	What is the proposed Merger and what effects will it have on MDC?

The proposed Merger is the acquisition of MDC by Parent through the Merger of Merger Sub with and into MDC pursuant to the Merger Agreement. If the Merger Proposal is approved by the requisite number of shares of MDC Common Stock, and the other closing conditions under the Merger Agreement have been satisfied or waived, Merger Sub will merge with and into MDC, with MDC continuing as the Surviving Corporation. As a result of the Merger, MDC will become an indirect, wholly owned subsidiary of Parent, and you will no longer own shares of MDC Common Stock. MDC expects to delist the MDC Common Stock from the NYSE as promptly as practicable after the Effective Time and de-register the MDC Common Stock pursuant to the Exchange Act as promptly as practicable after such delisting. Thereafter, MDC would no longer be a publicly traded company. Except to the extent required in connection with any Company Notes that remain listed on the NYSE and registered under the Exchange Act following the Closing, MDC would no longer file periodic or other reports with the SEC. There can be no assurances that any series of Company Notes will continue to be listed on the NYSE and registered under the Exchange Act following the Closing.

Q:	What will I receive if the Merger is consummated?

Upon the consummation of the Merger, you will be entitled to receive the Merger Consideration of $63.00 in cash, without interest, for each share of MDC Common Stock that you own unless you have properly exercised and perfected your demand for appraisal rights under the DGCL with respect to such shares. For example, if you own 100 shares of MDC Common Stock, you will be entitled to receive $6,300 in cash, without interest, in exchange for your 100 shares of MDC Common Stock. In either case, your shares will be cancelled, and you will not own nor be entitled to acquire shares in the Surviving Corporation or Parent.

Q:	Who is entitled to vote at the Special Meeting?

Only Company stockholders of record as of the close of business on [ ], 2024, are entitled to notice of the Special Meeting and to vote at the Special Meeting or at any adjournment or postponement thereof. If your shares of MDC Common Stock are held in street name and you do not instruct your broker, bank, trust or other nominee how to vote your shares, then, because each of the Special Meeting Proposals are

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“non-routine matters,” your broker, bank, trust or other nominee would not have discretionary authority to vote your shares on the Special Meeting Proposals. Instructions on how to vote shares held in street name are described under the question “How may I vote?” below.

Q:	How may I vote?

A:	For Company stockholders of record: If you are eligible to vote at the Special Meeting and are a stockholder of record, you may cast your shares in any of four ways:

•	by voting over the Internet using the website indicated on the enclosed proxy card;

•	by telephone using the toll-free number on the enclosed proxy card;

•	by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided; or

•	by attending the Special Meeting and voting by ballot.

For holders in street name: If your shares of MDC Common Stock are held in street name and you do not instruct your broker, bank, trust or other nominee how to vote your shares, then, because each of the Special Meeting Proposals is a “non-routine matter,” your broker, bank, trust or other nominee would not have discretionary authority to vote your shares on the Special Meeting Proposals. If your shares of MDC Common Stock are held in street name, your broker, bank, trust or other nominee has enclosed a voting instruction form with this Proxy Statement. If you hold your shares in street name and give voting instructions to your broker, bank, trust or other nominee with respect to one of the proposals, but give no instruction as to the other proposals, then those shares will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to the proposal as to which instructions were given, will not be voted with respect to any other proposal. We encourage you to authorize your broker, bank, trust or other nominee to vote your shares “FOR” each of the Special Meeting Proposals by following the instructions provided on the voting instruction form.

If you submit your proxy by Internet, telephone or mail, and you do not subsequently revoke your proxy, your shares of MDC Common Stock will be voted in accordance with your instructions.

Even if you plan to attend the Special Meeting and vote by ballot, you are encouraged to vote your shares of MDC Common Stock by proxy. You may still vote your shares of MDC Common Stock at the Special Meeting even if you have previously voted by proxy. If you attend the Special Meeting and vote by ballot, your previous vote by proxy will not be counted.

Q:	How many votes do I have?

Each holder of MDC Common Stock, including unvested Company RSAs, is entitled to cast one vote on each matter properly brought before the Special Meeting for each share of MDC Common Stock, including each unvested Company RSA, that such holder owned as of the Record Date. A list of stockholders entitled to vote at the Special Meeting will be available in our principal executive offices located at 4350 South Monaco Street, Suite 500, Denver, Colorado 80237 during regular business hours for a period of no less than ten (10) days ending the day before the Special Meeting.

Q:	May I attend the Special Meeting and vote in person?

Yes. All stockholders as of the Record Date may attend the Special Meeting and vote in person. All stockholders of record and beneficial owners wishing to attend the Special Meeting must bring with them a government issued picture identification of themselves and check in at the registration desk at the Special Meeting. Beneficial owners must also bring proof of ownership as described below. Attendees must comply with the rules of conduct available at the registration desk.

Even if you plan to attend the Special Meeting in person, we recommend that you submit your proxy via the Internet or by telephone by following the instructions on the enclosed proxy card, or by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. We encourage all stockholders to vote electronically. If you properly and timely submit your proxy, the individuals named as your proxy holders will vote your shares as you have directed. If you attend the Special Meeting and vote by ballot, your vote by ballot will revoke any proxy previously submitted.

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Stockholders of Record. If, on the Record Date, your shares were registered directly in your name with the Company's transfer agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote at the Special Meeting or vote by proxy.

Beneficial Owner. If, on the Record Date, your shares were not held in your name, but rather were held in an account at a brokerage firm, bank, trust, or other nominee (commonly referred to as being held in “street name”), or through our 401(k) savings plan, you are the beneficial owner of those shares. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Special Meeting. As a beneficial owner, you have the right to direct your broker or other nominee regarding how to vote the shares held in your account. You are also invited to attend the Special Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the Special Meeting unless you obtain a valid legal proxy from your broker or other nominee and bring the legal proxy to the Special Meeting. (Legal proxies are not available for shares held through our 401(k) savings plan; you must vote those shares as provided below.) If you want to attend the Special Meeting, but not vote at the Special Meeting, you must provide proof of beneficial ownership as of the Record Date, such as your most recent account statement prior to the Record Date.

401(k) Savings Plan. If your shares are held through our 401(k) savings plan, you will receive copies of the proxy materials, and you are entitled to instruct the plan trustee how to vote the shares allocated to your account following the instructions described herein. You must provide your instructions no later than 11:59 p.m., Eastern Time, on [ ].

Q:	What matters will be voted on at the Special Meeting?

A:	You are being asked to consider and vote on the following proposals:

•	to approve the Merger Proposal;

•	to approve the Merger-Related Compensation Proposal; and

•	to approve the Adjournment Proposal.

Q:	How does the Merger Consideration compare to the market price of MDC Common Stock prior to the announcement of the Merger?

The Merger Consideration of $63.00 per share of MDC Common Stock represents a premium of approximately 19% over the Company’s closing stock price on January 17, 2024, the last trading day prior to the announcement of the Merger Agreement, and a premium of approximately 41% compared to the 90-day volume-weighted average trading price for the period ended on January 17, 2024.

Q:	What do I need to do now?

MDC encourages you to read this Proxy Statement, including all documents incorporated by reference into this Proxy Statement, and its annexes carefully and in their entirety. Then as promptly as possible, follow the instructions on the enclosed proxy card to submit your proxy electronically over the Internet or by telephone, so that your shares can be voted at the Special Meeting. We encourage all stockholders to vote electronically. Alternatively, if you do not have access to a touch-tone phone or the Internet, you may sign, date and return the enclosed proxy card in the postage-paid envelope provided. If your shares of MDC Common Stock are held in street name, your broker, bank, trust or other nominee has enclosed a voting instruction form with this Proxy Statement. Please do not send your stock certificate(s) with your proxy card. See “How may I vote?” in this section of this Proxy Statement for more information.

Q:	How does the Board recommend that I vote?

On January 17, 2024, the Board, after considering various factors, including the factors described in the section entitled “The Merger—Recommendation and Reasons for the Merger” beginning on page 38 of this Proxy Statement, and after consultation with the Company’s independent legal and financial advisors, unanimously (i) approved and adopted the Merger Agreement, (ii) resolved to recommend that the stockholders of MDC adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger, and (iii) determined (among other things) that the terms of the transactions

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contemplated thereby, including the Merger, are fair to, and in the best interests of, the Company and its stockholders, and declared it advisable, to enter into the Merger Agreement and consummate the Merger and the other transactions contemplated by the Merger Agreement in accordance with the DGCL and upon the terms and subject to the conditions set forth in the Merger Agreement.

The Board recommends that you vote (i) “FOR” the Merger Proposal, (ii) “FOR” the Merger-Related Compensation Proposal and (iii) “FOR” the Adjournment Proposal.

Q:	Should I send in my stock certificate(s) now?

No. If you are a record holder, after the Merger is consummated, under the terms of the Merger Agreement, you will receive a letter of transmittal instructing you to send your stock certificate(s) to the paying agent in order to receive the cash payment of the Merger Consideration for each share of MDC Common Stock represented by such stock certificate(s). You should use the letter of transmittal to exchange your stock certificate(s) for the Merger Consideration to which you are entitled upon the consummation of the Merger. If you hold your shares in “street name,” please contact your broker, bank, trust or other nominee for instructions as to how to surrender your shares of MDC Common Stock in exchange for the Merger Consideration in accordance with the terms of the Merger Agreement. Please do not send in your stock certificate(s) now.

Q:	If I do not know where my stock certificates are, how will I get the Merger Consideration for my shares of MDC Common Stock?

If the Merger is consummated, the transmittal materials you will receive after the Closing will include the procedures that you must follow if you cannot locate your stock certificate(s). This will include an affidavit that you will need to sign attesting to the loss of your stock certificate(s). You may also be required to post a bond as indemnity against any potential loss.

Q:	What happens if the Merger is not consummated?

If the Merger Proposal is not approved by Company stockholders or if the Merger is not consummated for any other reason, Company stockholders will not receive any payment for their shares of MDC Common Stock. Instead, MDC will remain an independent public company, MDC Common Stock will continue to be listed and traded on the NYSE and registered under the Exchange Act, and we will continue to file periodic and other reports with the SEC.

Under certain specified circumstances, MDC would be required to pay Parent the Company Termination Fee upon the termination of the Merger Agreement, as described in the section entitled “Terms of the Merger Agreement—Company Termination Fee” beginning on page 86 of this Proxy Statement.

Q:	Do any of the directors or officers of MDC have interests in the Merger that may be in addition to, or different from, those of Company stockholders generally?

Yes. In considering the recommendation of the Board with respect to the Merger Proposal, you should be aware that the directors and executive officers of MDC may have interests in the Merger different from, or in addition to, the interests of Company stockholders generally. The Board was aware of and considered these interests, to the extent such interests existed at the time, among other matters, in evaluating and negotiating the Merger Agreement and the Merger, in approving the Merger Agreement and the Merger, and in recommending that the Merger Proposal be approved by Company stockholders. For a description of the interests of the directors and executive officers of MDC in the Merger, see the section entitled “The Merger—Interests of the Directors and Executive Officers of MDC in the Merger” beginning on page 52 of this Proxy Statement.

Q:	Why am I being asked to consider and vote on the Merger-Related Compensation Proposal?

Under SEC rules, we are required to seek a non-binding, advisory vote with respect to the compensation that may be paid or become payable to our named executive officers that is based on, or otherwise relates to, the Merger, commonly referred to as “golden parachute” compensation. If the Merger Proposal is

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approved by the Company stockholders, and the Merger is completed, this compensation may be paid to the Company’s named executive officers in accordance with the terms of their compensation agreements and arrangements even if the Company stockholders fail to approve this proposal.

Q:	What vote is required to approve the proposals submitted to a vote at the Special Meeting?

The affirmative vote of a majority of the outstanding shares of MDC Common Stock, including unvested Company RSAs, entitled to vote thereon is required to approve the Merger Proposal. The affirmative vote of the holders of a majority of the total number of votes of MDC Common Stock, including unvested Company RSAs, present at the Special Meeting, or represented by proxy, and entitled to vote thereon, provided a quorum is present, is required to approve, by means of a non-binding, advisory vote, the Merger-Related Compensation Proposal. The affirmative vote of the holders of a majority of the total number of votes of MDC Common Stock, including unvested Company RSAs, present at the Special Meeting, or represented by proxy and entitled to vote thereon, is required to approve the Adjournment Proposal. This means that the Merger Proposal will be approved if the number of shares voted “FOR” such proposal is greater than fifty percent (50%) of the total number of outstanding shares of MDC Common Stock entitled to vote at the Special Meeting. Abstentions, if any, will be counted as votes “AGAINST” the Merger Proposal and “AGAINST” the Merger-Related Compensation Proposal. Abstentions will have the same effect as a vote “AGAINST” the Adjournment Proposal, whether or not a quorum is present at the Special Meeting. Broker non-votes, if any, will be counted as votes “AGAINST” the Merger Proposal, but assuming a quorum is present, will have no effect on the Merger-Related Compensation Proposal, and, regardless of whether a quorum is present, will have no effect on the Adjournment Proposal.

As of the Record Date, there were approximately [ ] shares of MDC Common Stock issued and outstanding, and entitled to vote, consisting of [ ] shares of MDC Common Stock and [ ] unvested Company RSAs. Each holder of MDC Common Stock, including unvested Company RSAs, is entitled to one vote per share of MDC Common Stock, including each unvested Company RSA, owned by such holder as of the Record Date.

Q:	What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares of MDC Common Stock are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are considered, with respect to those shares, to be the “stockholder of record.” In this case, this Proxy Statement and your proxy card have been sent directly to you by MDC. As the stockholder of record, you have the right to vote by proxy, which involves granting your voting rights directly to MDC or to a third party, or to vote by ballot at the Special Meeting.

If your shares are held through a broker, bank, trust or other nominee, you are considered the beneficial owner of those shares. In that case, this Proxy Statement has been forwarded to you by your broker, bank, trust or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank, trust or other nominee how to vote your shares. Without your voting instructions, because of the non-routine nature of the Special Meeting Proposals, your broker, bank, trust or other nominee may not vote your shares with respect to the Special Meeting Proposals. However, if you hold your shares in street name and give voting instructions to your broker, bank, trust or other nominee with respect to one of the proposals, but give no instruction as to the other proposals, then those shares will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to the proposal as to which instructions were given, will not be voted with respect to any other proposal.

Q:	What is a proxy?

A proxy is your legal designation of another person, referred to as a “proxy,” to vote your shares of MDC Common Stock. The written document describing the matters to be considered and voted on at the Special Meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of MDC Common Stock is called a “proxy card.” The Board has designated Michael L. Kaplan and Joseph H. Fretz, and each of them, with full power of substitution, as proxies for the Special Meeting.

Q:	Can I change or revoke my proxy?

A:	You may change or revoke your previously submitted proxy at any time before the Special Meeting or, if you attend the Special Meeting, by voting by ballot at the Special Meeting.

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If you hold your shares as a record holder, you may change or revoke your proxy in any one of the following ways:

•	by re-voting at a subsequent time by Internet or by telephone following the instructions on the enclosed proxy card;

•	by signing a new proxy card with a date later than your previously delivered proxy and submitting it following the instructions on the enclosed proxy card;

•	by delivering a signed revocation letter to Joseph H. Fretz, the Company’s Secretary, at the Company’s mailing address on the first page of this Proxy Statement before the Special Meeting, which states that you have revoked your proxy; or

•	by attending the Special Meeting and voting by ballot. Attending the Special Meeting will not in and of itself revoke a previously submitted proxy. You must specifically vote by ballot at the Special Meeting in order for your previous proxy to be revoked.

Your latest dated proxy card, Internet or telephone vote is the one that is counted.

If your shares are held in street name by a broker, bank, trust or other nominee, you may change your voting instructions by following the instructions of your broker, bank, trust or other nominee.

Q:	If a Company stockholder gives a proxy, how will the shares be voted?

Regardless of the method you choose to vote, the individuals named on the enclosed proxy card, or your proxies, will vote your shares in the way that you indicate. When completing the Internet or telephone process or the proxy card, you may specify whether your shares should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the Special Meeting.

If you are a stockholder of record and you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted “FOR” the Merger Proposal, “FOR” the Merger-Related Compensation Proposal and “FOR” the Adjournment Proposal. However, if you hold your shares in street name and give voting instructions to your broker, bank, trust or other nominee with respect to one of the proposals, but give no instruction as to the other proposals, then those shares will be voted as instructed with respect to the proposal as to which instructions were given and will not be voted with respect to any other proposal.

Q:	I understand that a quorum is required in order to conduct business at the Special Meeting. What constitutes a quorum?

The presence in person or represented by proxy of one-third of the outstanding shares of MDC Common Stock entitled to vote at the Special Meeting constitutes a quorum. As of the close of business on the Record Date, there were [ ] shares of MDC Common Stock issued and outstanding and entitled to vote, consisting of [ ] shares of unrestricted MDC Common Stock and [ ] unvested Company RSAs. As a result, [ ] shares must be present or represented by proxy to have a quorum. If you are present in person at the Special Meeting or submit a properly executed proxy by Internet, telephone or mail, you will be considered a part of the quorum. In addition, abstentions will be counted for purposes of establishing a quorum. If you hold your shares in street name and give voting instructions to your broker, bank, trust or other nominee with respect to one of the proposals, then those shares will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting. If a quorum is not present, the holders of a majority in voting power of the MDC Common Stock, present or represented by proxy, and entitled to vote thereon, may adjourn the Special Meeting pursuant to the Company’s by-laws and in accordance with the terms of the Merger Agreement.

Q:	How can I obtain a proxy card?

A:	If you lose, misplace or otherwise need to obtain a proxy card, please follow the applicable procedure below.

For Company stockholders of record: Please call Innisfree M&A Incorporated (“Innisfree”) at (877) 750-0831 (TOLL-FREE from the U.S. and Canada) or +1 (412) 232-3651 (from other locations).

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For holders in “street name”: Please contact your account representative at your broker, bank, trust, or other similar institution.

Q:	What happens if I sell or otherwise transfer my shares of MDC Common Stock after the close of business on the Record Date but before the Special Meeting?

The Record Date is earlier than both the date of the Special Meeting and the date the Merger is expected to be consummated. If you sell or transfer your shares of MDC Common Stock after the close of business on the Record Date but before the Special Meeting, unless special arrangements (such as the provision of a proxy) are made between you and the person to whom you sell or otherwise transfer your shares of MDC Common Stock and each of you notifies MDC in writing of such special arrangements, you will transfer the right to receive the Merger Consideration, if the Merger is consummated, to the person to whom you sell or transfer your shares of MDC Common Stock, but you will retain your right to vote these shares at the Special Meeting. Even if you sell or otherwise transfer your shares of MDC Common Stock after the close of business on the Record Date, you are encouraged to complete, date, sign and return the enclosed proxy card or vote via the Internet or telephone.

Q:	What happens if I sell my shares of MDC Common Stock after the Special Meeting but before the Effective Time?

If you transfer your shares of MDC Common Stock after the Special Meeting but before the Effective Time, you will have transferred the right to receive the Merger Consideration to the person to whom you transfer your shares of MDC Common Stock. In order to receive the Merger Consideration, you must hold your shares of MDC Common Stock through the Effective Time.

Q:	What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple proxy cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please vote via the Internet or telephone (or complete, date, sign and return) with respect to each proxy card and voting instruction card that you receive.

Q:	Who will count the votes?

A:	A representative from Broadridge Investor Communications Solutions will serve as the independent inspector of elections for the Special Meeting and will tabulate votes cast by proxy or by ballot at the Special Meeting. The inspector of elections will also determine whether a quorum is present.

Q:	Who will solicit votes for, and bear the cost and expenses of, this proxy solicitation?

The cost of this proxy solicitation will be borne by MDC. Our directors, officers and employees may solicit proxies in person, by mail, telephone, facsimile and email, or by other electronic means. We will pay these directors, officers and employees no additional compensation for these services. We will reimburse banks, brokers and other nominees for their reasonable, out-of-pocket expenses incurred in forwarding this Proxy Statement and related materials to, and obtaining instructions relating to such materials from, beneficial owners of MDC Common Stock. MDC has retained Innisfree as MDC’s proxy solicitor. Innisfree will solicit proxies in person, by mail, telephone, facsimile and email, or by other electronic means. Under our agreement with Innisfree, Innisfree will receive an estimated fee of $25,000 plus reimbursement of its reasonable, out-of-pocket expenses for its services plus fees for calls (if any) to or from retail Company stockholders. In addition, Innisfree and certain related persons will be indemnified against certain liabilities arising out of, or in connection with, the engagement.

Q:	Where can I find the voting results of the Special Meeting?

A:	MDC intends to notify Company stockholders of the results of the Special Meeting by issuing a press release, which it will also file with the SEC as an exhibit to a Current Report on Form 8-K.

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Q:	Will I be subject to U.S. federal income tax upon the exchange of MDC Common Stock for cash pursuant to the Merger?

The exchange of MDC Common Stock for cash pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. Accordingly, a U.S. Holder (as defined in the section entitled “The Merger—U.S. Federal Income Tax Consequences of the Merger—U.S. Holders” beginning on page 62 of this Proxy Statement) who exchanges shares of MDC Common Stock for cash in the Merger will generally recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received with respect to such shares and the U.S. Holder’s adjusted tax basis in such shares. If you are a Non-U.S. Holder (as defined in the section entitled “The Merger—U.S. Federal Income Tax Consequences of the Merger—Non-U.S. Holders” beginning on page 62 of this Proxy Statement), the Merger will generally not result in U.S. federal income tax to you unless you have certain connections with the United States or under certain other circumstances (as described in the section entitled “The Merger—U.S. Federal Income Tax Consequences of the Merger—Non-U.S. Holders” beginning on page 62 of this Proxy Statement).

Because particular circumstances may differ, we recommend that you consult your own tax advisor to determine the U.S. federal income tax consequences relating to the Merger in light of your own particular circumstances and any consequences arising under U.S. federal non-income tax laws or the laws of any state, local or foreign taxing jurisdiction. For a more complete description of the U.S. federal income tax consequences of the Merger, see the section entitled “The Merger—U.S. Federal Income Tax Consequences of the Merger” beginning on page 60 of this Proxy Statement.

Q:	What will the holders of outstanding MDC equity awards receive in the Merger?

At the Effective Time, each Company Option that is outstanding and unexercised, whether vested or unvested, as of immediately prior to the Effective Time will be fully vested, cancelled and automatically converted into the right to receive an amount in cash, without interest, if any, equal to the product of (A) the excess (if any) of (i) the Merger Consideration over (ii) the exercise price per share of such Company Option, multiplied by (B) the number of shares of MDC Common Stock subject to such Company Option, subject to any required withholding of taxes; provided, however, that any Company Options with respect to which the applicable per share exercise price is greater than the Merger Consideration will be cancelled without consideration.

At the Effective Time, each Company RSA, whether vested or unvested, that is outstanding as of immediately prior to the Effective Time will be fully vested, cancelled and automatically converted into the right to receive an amount in cash, without interest, equal to the product of (A) the aggregate number of shares of MDC Common Stock subject to such Company RSA, multiplied by (B) the Merger Consideration, subject to any required withholding of taxes.

At the Effective Time, each Company PSU Award, whether vested or unvested, that is outstanding as of immediately prior to the Effective Time will be fully vested, cancelled and automatically converted into the right to receive an amount in cash, without interest, equal to the product of (A) the aggregate number of shares of MDC Common Stock subject to such Company PSU Award based on maximum performance, multiplied by (B) the Merger Consideration, subject to any required withholding of taxes.

Q:	When do you expect the Merger to be consummated?

MDC and Parent are working toward consummating the Merger as quickly as possible. Assuming the timely receipt of required regulatory clearances and satisfaction or waiver (in accordance with the terms of the Merger Agreement) of other closing conditions, including approval by Company stockholders of the Merger Proposal, we anticipate that the Merger will be completed in the first half of 2024.

Q:	Will the Company continue its charitable giving following the Closing?

The Company will evaluate its charitable giving in the ordinary course. However, the parties have agreed that, prior to the Closing Date, Parent and Mr. Mizel, in his capacity of Chairman and Chief Executive Officer of the MDC/Richmond American Homes Foundation (the “Foundation”), will work together in good faith to document a commitment for Parent to make a one-time cash donation of $22.19 million on the

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Closing Date to the Foundation (of which Mr. Mandarich is President), which represents the equivalent of a five-year commitment to continue the Company’s long history of providing monetary support to local communities through the Foundation (the “Charity Commitment”).

Q:	Are there any other risks to me from the Merger that I should consider?

A:	Yes. There are risks associated with all business combinations, including the Merger. See the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 22 of this Proxy Statement.

Q:	Am I entitled to appraisal rights under the DGCL?

If the Merger is consummated, stockholders and beneficial owners of MDC Common Stock who do not vote in favor of the adoption of the Merger Agreement and who properly exercise and perfect his, her, its, or their demand for appraisal rights under Section 262 of the DGCL shall be entitled to receive such consideration as shall be determined pursuant to Section 262 of the DGCL. This means that Company stockholders and beneficial owners are entitled to have their shares appraised by the Court of Chancery and to receive payment in cash of the “fair value” of the shares of MDC Common Stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest to be paid based upon the amount determined to be fair value, if any, as determined by the Court of Chancery. Stockholders and beneficial owners who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. The DGCL requirements for exercising appraisal rights are described in the section entitled “Appraisal Rights” beginning on page 93 of this Proxy Statement, which is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights. A copy of Section 262 of the DGCL is accessible, without subscription or cost, at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262 and is incorporated by reference herein to this Proxy Statement.

Q:	How can I obtain more information about MDC?

A:	You can find more information about MDC from various sources described in the section entitled “Where You Can Find More Information” beginning on page 101 of this Proxy Statement.

Q:	Who can help answer my questions?

A:	If you have any questions concerning the Merger, the Special Meeting or this Proxy Statement, would like additional copies of this Proxy Statement or need help voting your shares of MDC Common Stock, please contact the Company’s proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Stockholders May Call: (877) 750-0831 (TOLL-FREE from the U.S. and Canada)

or +1 (412) 232-3651 (from other locations)

Banks and Brokers May Call Collect: (212) 750-5833

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement, and the documents to which MDC refers you in this Proxy Statement, as well as information included in oral statements or other written statements made or to be made by MDC or on its behalf, contain “forward-looking statements” within the meaning of the federal securities laws, including but not limited to those statements related to the Merger, including financial estimates and statements as to the expected timing, completion and effects of the Merger. These forward-looking statements may be identified by terminology such as “likely,” “predicts,” “continue,” “anticipates,” “believes,” “confident,” “could,” “estimates,” “expects,” “intends,” “target,” “potential,” “may,” “will,” “might,” “plans,” “path,” “should,” “approximately,” “our planning assumptions,” “forecast,” “outlook” or the negative of such terms and other comparable terminology. These forward-looking statements, including statements regarding the Merger, are based largely on information currently available to our management and our management's current expectations and assumptions, and involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from those expressed or implied by the forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements contained in this Proxy Statement are reasonable, we cannot guarantee future results. There is no assurance that our expectations will occur or that our estimates or assumptions will be correct, and we caution investors and all others not to place undue reliance on such forward-looking statements.

Important factors, risks and uncertainties and other factors that may cause actual results to differ materially from such plans, estimates or expectations include but are not limited to: (i) the completion of the Merger on the anticipated terms and timing, including obtaining required stockholder and regulatory approvals, and the satisfaction of other conditions to the completion of the Merger; (ii) potential litigation relating to the Merger that could be instituted against the Company or its directors, managers or officers, including the effects of any outcomes related thereto; (iii) the risk that disruptions from the Merger will harm the Company’s business, including current plans and operations, including during the pendency of the Merger; (iv) the ability of the Company to retain and hire key personnel; (v) the diversion of management’s time and attention from ordinary course of business operations to completion of the Merger, as well as integration matters; (vi) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Merger; (vii) legislative, regulatory and economic developments; (viii) potential business uncertainty, including changes to existing business relationships, during the pendency of the Merger that could affect the Company’s financial performance; (ix) certain restrictions during the pendency of the Merger that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; (x) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, outbreaks of war or hostilities or the COVID-19 pandemic, as well as management’s response to any of the aforementioned factors; (xi) the possibility that Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger, including in circumstances requiring the Company to pay a termination fee; (xiii) those risks and uncertainties set forth under the headings “Forward Looking Statements” and “Risk Factors” in the Company’s most recent Annual Report on Form 10-K, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed by the Company with the SEC from time to time, which are available via the SEC’s website at www.sec.gov; and (xiv) the risks described in this Proxy Statement.

There can be no assurance that the Merger will be completed, or if it is completed, that it will close within the anticipated time period. These factors should not be construed as exhaustive and should be read in conjunction with the other forward-looking statements. The forward-looking statements relate only to events as of the date on which the statements are made. The Company undertakes no duty to update publicly any forward-looking statements except as required by law, whether as a result of new information, future events or otherwise. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward-looking statements. You should specifically consider the factors identified in this communication that could cause actual results to differ. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect the Company.

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THE SPECIAL MEETING

Date, Time and Place of the Special Meeting

This Proxy Statement is being furnished to Company stockholders as a part of the solicitation of proxies by the Board for use at the Special Meeting to be held on [ ], [ ], 2024, at 4350 South Monaco Street, 6th Floor, Assembly Room, Denver, Colorado 80237, at [ ] [a.m.] / [p.m.], Mountain Time or at any adjournment or postponement thereof.

Purpose of the Special Meeting

At the Special Meeting, Company stockholders will be asked to consider and vote to approve:

•	the Merger Proposal;

•	the Merger-Related Compensation Proposal; and

•	the Adjournment Proposal.

Record Date; Shares Entitled to Vote; Quorum

Only Company stockholders of record as of the close of business on the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting or at any adjournment or postponement thereof. As of the Record Date, there were approximately [ ] shares of MDC Common Stock outstanding and entitled to be voted at the Special Meeting, consisting of [ ] shares of MDC Common Stock and [ ] unvested Company RSAs. A list of stockholders entitled to vote at the Special Meeting will be available for inspection in Company’s headquarters located at 4350 South Monaco Street, Suite 500, Denver, Colorado 80237, during regular business hours for a period of at least ten (10) days, ending on the day before the Special Meeting.

The inspector of elections appointed for the Special Meeting will tabulate votes cast by proxy or by ballot at the Special Meeting. The inspector of elections will also determine whether a quorum is present. The presence in person or represented by proxy of one-third of the outstanding shares of MDC Common Stock entitled to vote at the Special Meeting constitutes a quorum. Shares that abstain from voting on any proposal will be treated as shares that are present and entitled to vote at the Special Meeting for purposes of determining whether a quorum is present.

With respect to shares held in street name, your broker, bank, trust or other nominee generally has the discretionary authority to vote uninstructed shares on “routine” matters but cannot vote such uninstructed shares on “non-routine” matters. Each of the proposals to be presented at the Special Meeting is expected to be considered “non-routine.” As a result, no broker will be permitted to vote your shares of MDC Common Stock at the Special Meeting without receiving instructions.

Vote Required; Abstentions and Broker Non-Votes

The affirmative vote of a majority of the outstanding shares of MDC Common Stock, including unvested Company RSAs, entitled to vote thereon is required to approve the Merger Proposal. The affirmative vote of the holders of a majority of the total number of votes of MDC Common Stock, including unvested Company RSAs, present at the Special Meeting, or represented by proxy and entitled to vote thereon, provided a quorum is present, is required to approve, by means of a non-binding, advisory vote, the Merger-Related Compensation Proposal. The affirmative vote of the holders of a majority of the total number of votes of MDC Common Stock, including unvested Company RSAs, present at the Special Meeting, or represented by proxy and entitled to vote thereon is required to approve the Adjournment Proposal. This means that the Merger Proposal will be approved if the number of shares voted “FOR” such proposal is greater than fifty percent (50%) of the total number of outstanding shares of MDC Common Stock entitled to vote at the Special Meeting. Abstentions, if any, will be counted as votes “AGAINST” the Merger Proposal and “AGAINST” the Merger-Related Compensation Proposal. Abstentions will have the same effect as a vote “AGAINST” the Adjournment Proposal, whether or not a quorum is present at the Special Meeting. Broker non-votes, if any, will be counted as votes “AGAINST” the Merger Proposal, but assuming a quorum is present, will have no effect on the Merger-Related Compensation Proposal, and, regardless of whether a quorum is present, will have no effect on the Adjournment Proposal. If you hold your shares in street name and give voting instructions to your broker, bank, trust or other nominee

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with respect to one of the proposals, but give no instruction as to the other proposal, then those shares will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to the proposal as to which instructions were given, will not be voted with respect to any other proposal.

Shares Held by the Company’s Directors and Executive Officers

As of the Record Date, the Company’s directors and executive officers beneficially owned, and were entitled to vote, in the aggregate, [ ] outstanding shares of MDC Common Stock, consisting of [ ] shares of MDC Common Stock and [ ] unvested Company RSAs, representing approximately [ ]% of the outstanding shares of MDC Common Stock. We expect that the Company’s directors and executive officers will beneficially own and be entitled to vote a similar figure at the Special Meeting. The directors and executive officers have informed MDC that they currently intend to vote all of their shares of MDC Common Stock and “FOR” the Merger Proposal, “FOR” the Merger-Related Compensation Proposal and “FOR” the Adjournment Proposal. In addition, the Specified Company Stockholders, who collectively beneficially own approximately 21.2% of the voting power of the MDC Common Stock, have entered into the Voting Agreement pursuant to which, among other things, the Specified Company Stockholders have agreed to vote their shares of MDC Common Stock in favor of the Merger Proposal, subject to, and in accordance with, the terms of the Voting Agreement. For more information, see the section entitled “Voting Agreement” beginning on page 60 of the Proxy Statement.

Voting of Proxies

If your shares are registered in your name with the Company’s transfer agent, Continental Stock Transfer & Trust Company, you may cause your shares to be voted by submitting electronically over the Internet or by telephone a proxy authorizing the voting of your shares by following the instructions on your proxy card. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to submit a proxy electronically over the Internet or by telephone. We encourage all stockholders to vote electronically. Alternatively, if you do not have access to a touch-tone phone or the Internet, you may sign, date and return the enclosed proxy card in the postage-paid envelope provided. Based on your proxy cards or Internet and telephone proxies, the proxy holders will vote your shares according to your directions.

If you plan to attend and desire to vote at the Special Meeting, you will be provided with a ballot at the Special Meeting. Please note that if your shares of MDC Common Stock are held of record by a broker, bank, trust, or other nominee, and you decide to attend and vote at the Special Meeting, your vote by ballot at the Special Meeting will not be effective unless you present a legal proxy, issued in your name from your broker, bank, trust, or other nominee. Even if you plan to attend the Special Meeting, we encourage you to submit your proxy to vote your shares in advance of the Special Meeting.

Voting instructions are included on your enclosed proxy card. All shares represented by properly executed proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the Company stockholders. Properly executed proxies submitted by stockholders of record that do not contain voting instructions will be voted “FOR” the Merger Proposal, “FOR” the Merger-Related Compensation Proposal and “FOR” the Adjournment Proposal. No proxy that is specifically marked against approval of the Merger Proposal will be voted in favor of the Merger-Related Compensation Proposal, unless it is specifically marked “FOR” the approval of such proposal.

If your shares of MDC Common Stock are held in street name and you do not instruct your broker, bank, trust or other nominee how to vote your shares, then, because each of the Special Meeting Proposals is a “non-routine matter,” your broker, bank, trust or other nominee would not have discretionary authority to vote your shares on the Special Meeting Proposals. If your shares of MDC Common Stock are held in street name, your broker, bank, trust or other nominee has enclosed a voting instruction form with this Proxy Statement. We encourage you to authorize your broker, bank, trust or other nominee to vote your shares “FOR” each of the Special Meeting Proposals by following the instructions provided on the voting instruction form. If you do not vote via the Internet or telephone through your broker, bank, trust or other nominee or do not return your bank’s, broker’s or other nominee’s voting form, or do not attend the Special Meeting and vote with a proxy from your broker, bank, trust or other nominee, it will be counted as a vote “AGAINST” the Merger Proposal and will not have any effect on the Merger-Related Compensation Proposal and the Adjournment Proposal. If you hold your shares in street name and give voting instructions to your broker, bank, trust or other nominee with respect to

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one of the proposals, but give no instruction as to the other proposals, then those shares will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to the proposal as to which instructions were given, will not be voted with respect to any other proposal and will be treated as a broker non-vote with respect to such other proposal(s).

How You May Revoke or Change Your Vote

You may change or revoke your previously submitted proxy at any time before the Special Meeting or, if you attend the Special Meeting, by voting by ballot at the Special Meeting. If you hold your shares as a record holder, you may change or revoke your proxy in any one of the following ways:

•	by re-voting at a subsequent time by Internet or by telephone following the instructions on the enclosed proxy card;

•	by signing a new proxy card with a date later than your previously delivered proxy and submitting it following the instructions on the enclosed proxy card;

•	by delivering a signed revocation letter to Joseph H. Fretz, the Company’s Secretary, at the Company’s address on the first page of this Proxy Statement before the Special Meeting, which states that you have revoked your proxy; or

•	by attending the Special Meeting and voting by ballot. Attending the Special Meeting will not in and of itself revoke a previously submitted proxy. You must specifically vote by ballot at the Special Meeting for your previous proxy to be revoked.

Please note that to be effective, your new proxy card, Internet or telephonic voting instructions or written notice of revocation must be received by the Company’s Secretary prior to the Special Meeting.

If your shares are held in street name by a broker, bank, trust or other nominee, you may change your voting instructions by following the instructions of your broker, bank, trust or other nominee. You may also vote at the Special Meeting if you register in advance to attend the Special Meeting following the procedures described below in the section entitled “The Special Meeting—Attending the Special Meeting” beginning on page 26 of this Proxy Statement and if you provide a valid legal proxy from your broker, bank, trust, or other nominee.

Any adjournment, recess or postponement of the Special Meeting for the purpose of soliciting additional proxies will allow Company stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting that was adjourned, recessed or postponed.

Adjournments

Company stockholders are also being asked to approve the Adjournment Proposal, which will enable the adjournment of the Special Meeting if necessary or appropriate, including if there are insufficient votes for the approval of the Merger Proposal or if a quorum is not present.

If a quorum is not present, the holders of a majority of the total number of votes of MDC Common Stock, including unvested Company RSAs, present at the Special Meeting, or represented by proxy and entitled to vote thereat may adjourn the Special Meeting from time to time until a quorum shall be present, subject to and in accordance with the terms of the Merger Agreement.

If a new record date is or must be fixed under law, a notice of the adjourned meeting must be given to each stockholder of record as of the new record date and who is otherwise entitled to notice of, and to vote at, such meeting.

If the Special Meeting is adjourned, stockholders who have already submitted their proxies will be able to revoke them at any time prior to the final vote on the Special Meeting Proposals. At any adjourned meeting, any business may be transacted that might have been transacted at the original Special Meeting, and all proxies will be voted in the same manner as the manner in which such proxies would have been voted at the original convening of the Special Meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent meeting.

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Tabulation of Votes

All votes will be tabulated by the inspector of elections appointed for the Special Meeting. The inspector of elections will separately tabulate affirmative and negative votes, abstentions and broker non-votes.

Solicitation of Proxies

MDC has retained Innisfree as its proxy solicitor. Innisfree will solicit proxies in person, by mail, telephone, facsimile and email, or by other electronic means. Under our agreement with Innisfree, Innisfree will receive an estimated fee of $25,000 plus reimbursement of its reasonable, out-of-pocket expenses for its services plus fees for calls (if any) to or from retail Company stockholders. In addition, Innisfree and certain related persons will be indemnified against certain liabilities arising out of, or in connection with, the engagement.

Anticipated Date of Consummation of the Merger

Assuming timely satisfaction or waiver (in accordance with the terms of the Merger Agreement) of necessary closing conditions, including, among other things, the Company Stockholder Approval and receipt of required regulatory approvals, we currently anticipate that the Merger will be consummated in the first half of 2024.

Attending the Special Meeting

Only stockholders as of the Record Date are entitled to attend the Special Meeting. All stockholders of record and beneficial owners wishing to attend the Special Meeting must bring with them a government issued picture identification of themselves and check in at the registration desk at the Special Meeting. If you are the stockholder of record, your name will be verified against a list of stockholders of record on the Record Date prior to being admitted to the Special Meeting. If you hold your shares indirectly through a broker, you must bring (i) a government issued picture identification of yourself, and (ii) an account statement or other acceptable evidence showing that you were the beneficial owner of shares of MDC Common Stock on the Record Date.

Stockholders of record are reminded that they can vote their shares prior to the Special Meeting over the Internet using the website indicated on the proxy card, by telephone using the toll-free number on the proxy card or by signing, dating and returning the proxy card in the postage-paid envelope previously provided. We encourage stockholders to vote electronically. If you have submitted your vote by proxy in advance of the Special Meeting, you do not need to vote by ballot, unless you wish to change your vote.

Beneficial owners of shares held in street name are reminded that they can instruct their brokers, banks, trusts, or other nominees to vote their shares prior to the Special Meeting by following the directions on the voting instruction card to provide their instructions over the Internet, by telephone or by signing, dating and returning the voting instruction card in the postage-paid envelope previously provided. We encourage stockholders to submit their instructions to their brokers, banks or other nominees electronically. If you have submitted your instructions to your broker, bank, trust, or other nominee in advance of the Special Meeting, you do not need to vote by ballot, unless you wish to change your vote. Please note that if you request a legal proxy from your broker, bank, trust, or other nominee, it will automatically revoke any instructions you may have previously given to that broker, bank, trust, or other nominee.

Stockholders of record that hold shares through the Company’s 401(k) savings plan, will receive copies of the proxy materials, and are entitled to instruct the plan trustee how to vote the shares allocated to such stockholder’s account following the instructions described herein. Such stockholders must provide your instructions no later than 11:59 p.m., Eastern Time, on [ ].

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Assistance

If you need assistance in completing your proxy card or have questions regarding the Special Meeting, please contact Innisfree, our proxy solicitor, by calling (877) 750-0831 (toll-free from the U.S. and Canada) or +1 (412) 232-3651 (from other locations). Brokers, banks, trusts, and other nominees may call collect at (212) 750-5833.

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PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

THE MERGER

The discussion of the Merger in this section and elsewhere in this Proxy Statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A to this Proxy Statement and is incorporated into this Proxy Statement by reference. This summary does not purport to be complete and may not contain all of the information about the Merger that is important to you. You are encouraged to read the Merger Agreement carefully and in its entirety as it is the legal document that governs the Merger.

Additional information about MDC may be found elsewhere in this Proxy Statement and in our other public filings. See the section entitled “Where You Can Find More Information” beginning on page 101 of this Proxy Statement.

Parties Involved in the Merger

M.D.C. Holdings, Inc.

The Company’s financial services operations consist of (i) HomeAmerican, which originates mortgage loans primarily for our homebuyers, (ii) Allegiant, which provides insurance coverage primarily to our homebuilding subsidiaries on homes that have been delivered and most of our subcontractors for completed work on those delivered homes, (iii) StarAmerican, which is a re-insurer of Allegiant claims, (iv) American Home Insurance Agency, Inc., which offers third-party insurance products to our homebuyers, and (v) American Home Title and Escrow Company, which provides title agency services to our homebuilding subsidiaries and our customers in certain states. For financial reporting, the Company has aggregated their financial services operating segments into reportable segments as follows: (i) mortgage operations (represents HomeAmerican only) and (ii) other (all remaining operating segments).

MDC Common Stock is currently listed on the NYSE under the symbol “MDC.”

Sekisui House, Ltd.

Guarantor is a Japanese home builder. Guarantor divides its operations into four areas: the built-to-order business, supplied housing business, development business and overseas business. The built-to-order business creates high-value-added, high-quality housing stock on land owned by the customer. The supplied housing business works to increase the asset value of housing stock through remodeling and supports the management of rental housing through subleasing. The development business starts from land acquisition and other investments to create high-quality communities. The overseas business provides housing markets in other countries with the quality and advanced technologies Guarantor has cultivated in Japan. Guarantor’s global vision is to “make home the happiest place in the world.” Pursuant to the Merger Agreement, and subject to the terms and conditions contained therein, Guarantor is guaranteeing the obligations of the Buyer Parties in connection with the Merger Agreement.

SH Residential Holdings, LLC

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Clear Line, Inc.

Effect of the Merger

The Merger Agreement provides that, upon the terms and subject to the conditions of the Merger Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub will be merged with and into MDC, whereupon the separate corporate existence of Merger Sub will thereupon cease, and MDC will continue as the Surviving Corporation. As a result of the Merger, the Surviving Corporation will become an indirect, wholly owned subsidiary of Parent, and MDC Common Stock will no longer be publicly traded. In addition, MDC Common Stock will be delisted from the NYSE and deregistered under the Exchange Act, in each case, in accordance with applicable laws, rules and regulations. Except to the extent required in connection with any Company Notes that remain listed on the NYSE and registered under the Exchange Act following the Closing, MDC will no longer file periodic or other reports with the SEC. There can be no assurances that any series of Company Notes will continue to be listed on the NYSE and registered under the Exchange Act following the Closing. If the Merger is consummated, you will not own or be entitled to acquire any shares of the Surviving Corporation. The Effective Time will occur upon the filing of the Certificate of Merger with, and the acceptance of such filing by, the Secretary of State of the State of Delaware (or at such later time as MDC and the Buyer Parties may agree and specify in the Certificate of Merger).

Company Notes

Effect on MDC if the Merger is Not Consummated

If the Merger Agreement is not adopted by the Company stockholders, or if the Merger is not consummated for any other reason:

•	the Company stockholders will not be entitled to, nor will they receive, any payment for their respective shares of MDC Common Stock;

•	MDC will remain an independent public company, the MDC Common Stock will continue to be listed and traded on the NYSE and registered under the Exchange Act, and MDC will continue to file periodic and other reports with the SEC;

•

we anticipate that (i) management will operate the business in a manner similar to that in which it is being operated today and (ii) Company stockholders will be subject to similar types of risks and uncertainties as those to which they are currently subject, including but not limited to, risks and uncertainties with respect to the Company’s business, prospects or results of operations, as such may be affected by, among other things, the highly competitive industry in which MDC operates and adverse economic conditions that MDC could face;

•	the price of MDC Common Stock may decline significantly, and if that were to occur, it is uncertain when, if ever, the price of MDC Common Stock would return to the price at which it trades as of the date of this Proxy Statement;

•

the Board will continue to evaluate and review the Company’s business operations, strategic direction and capitalization, among other things, and will make such changes as are deemed appropriate (irrespective of these efforts, it is possible that no other transaction acceptable to the Board will be offered or that the Company’s business, prospects or results of operations will be adversely impacted); and

•

under certain circumstances specified in the Merger Agreement, MDC would be required to pay Parent the Company Termination Fee upon the termination of the Merger Agreement. For more information, please see the section entitled “Terms of the Merger Agreement—Company Termination Fee” beginning on page 86 of this Proxy Statement.

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Merger Consideration

MDC Common Stock

Upon the consummation of the Merger, each share of MDC Common Stock outstanding as of immediately prior to the Effective Time (other than shares of MDC Common Stock that are (i) Owned Company Shares, (ii) held by any direct or indirect wholly owned subsidiary of MDC immediately prior to the Effective Time, (iii) Dissenting Company Shares, or (iv) Company RSAs, the treatment of which is described under “Treatment of Company Options, Company RSAs and Company PSU Awards”) will be cancelled and cease to exist and automatically converted into the right to receive cash in an amount equal to the Merger Consideration. At the Effective Time, each Owned Company Share will automatically be cancelled and cease to exist, and no consideration or payment will be delivered in exchange therefor or in respect thereof, and each share of MDC Common Stock held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock of the Surviving Corporation with an aggregate value immediately after the consummation of the Merger equal to the Merger Consideration. At the Effective Time, each Dissenting Company Share will be cancelled and cease to exist, and the holders of Dissenting Company Shares will only be entitled to the rights granted to them under Section 262 of the DGCL with respect to such Dissenting Company Shares.

Treatment of Company Options, Company RSAs and Company PSU Awards

Company Options. At the Effective Time, each Company Option that is outstanding and unexercised, whether vested or unvested, as of immediately prior to the Effective Time will be fully vested, cancelled and automatically converted into the right to receive an amount in cash, without interest, equal to the product of (A) the excess (if any) of (i) the Merger Consideration over (ii) the exercise price per share of such Company Option, multiplied by (B) the number of shares of MDC Common Stock subject to such Company Option, subject to any required withholding of taxes; provided, however, that any Company Options with respect to which the applicable per share exercise price is greater than the Merger Consideration will be cancelled without consideration.

Company RSAs. At the Effective Time, each Company RSA, whether vested or unvested, that is outstanding as of immediately prior to the Effective Time will be fully vested, cancelled and automatically converted into the right to receive an amount in cash, without interest, equal to the product of (A) the aggregate number of shares of MDC Common Stock subject to such Company RSA, multiplied by (B) the Merger Consideration, subject to any required withholding of taxes.

Company PSU Awards. At the Effective Time, each Company PSU Award, whether vested or unvested, that is outstanding as of immediately prior to the Effective Time will be fully vested, cancelled and automatically converted into the right to receive an amount in cash, without interest, equal to the product of (A) the aggregate number of shares of MDC Common Stock subject to such Company PSU Award based on maximum performance, multiplied by (B) the Merger Consideration, subject to any required withholding of taxes.

Background of the Merger

The following chronology summarizes certain key meetings and events that led to the signing of the Merger Agreement. This chronology does not purport to catalogue every conversation of, by, with or among members of the Board, the Company’s management, the Company’s financial advisors, legal advisors or other representatives, Guarantor, the Buyer Parties, and their affiliates and their respective financial advisors, legal advisors or other representatives or any other person. Except as stated otherwise, all dates and times discussed in this “Background of the Merger” are reflective of Mountain Time.

The Board and the Company’s management periodically review the Company’s business and operations, competitive position, historical performance, future prospects and long-term strategic plan with the goal of maximizing stockholder value. As part of these ongoing evaluations, the Board and the Company’s management have, from time to time and with the assistance of the Company’s legal and financial advisors, considered various strategic alternatives, including the continued execution of the Company’s strategy as a stand-alone public company or the possible sale of the Company to, or combination of the Company with, a third party.

The Company is generally familiar with the business and operations of its peer companies and, in furtherance of its consideration of strategic alternatives, from time to time, the Company informally engaged in

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discussions with such peer companies and financial sponsors regarding a variety of potential business combination transactions. None of these discussions resulted in an acceptable offer for the Company until Parent’s offer on December 7, 2023 with respect to the Merger.

In connection with the Company’s consideration of strategic alternatives from time to time, in April 2021, the Company engaged Brownstein Hyatt Farber Schreck, LLP (“Brownstein”) and Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul, Weiss”) as counsel to evaluate such potential strategic transactions.

On July 25, 2023, representatives of Vestra, the Company’s financial advisor, and Parent spoke about a potential introductory meeting with the Company to discuss a potential transaction between Parent and the Company.

On August 7, 2023, the Company formalized its engagement and entered into a written engagement letter with Vestra to act as its financial advisor in connection with evaluating a potential strategic transaction. The Company selected Vestra based on Vestra’s principals’ reputation, knowledge of the homebuilding industry, including the Company, and experience in investment banking, including in advising homebuilding companies in mergers and acquisitions.

On August 14, 2023, the Company and Parent entered into a non-disclosure agreement (as amended on September 29, 2023) (the “NDA”), which contained a standstill provision.

On August 22, 2023, following an introduction made by representatives of Vestra, Rick Robideau, an executive officer of Parent, met in person with Mr. Mizel, Mr. Mandarich, Mr. Martin and a representative of Vestra, in Denver, Colorado, during which meeting Mr. Mizel, Mr. Mandarich, Mr. Martin and the Vestra representative had a discussion with Mr. Robideau regarding the Company.

On August 30, 2023, following an introduction from Vestra, the Company entered into a non-disclosure agreement with a potential strategic acquirer in connection with a potential sale of the Company. Shortly thereafter, a member of the Company’s management met with a representative of the potential strategic acquirer, but discussions did not progress further, no offer was ever made and the potential transaction never materialized.

On October 1, 2023, representatives of Moelis & Company (“Moelis”), Parent’s financial advisor, orally informed representatives of Vestra that representatives of Moelis and Parent discussed and Parent was conducting an analysis regarding a potential transaction with the Company.

On October 9, 2023, Parent submitted a written, non-binding indication of interest through Moelis to Vestra to acquire the Company for $55.00 per share, in cash (the “October Proposal”), reflecting a total equity value of approximately $4.3 billion based on the number of issued and outstanding shares on a fully diluted basis as of the date of the October Proposal. Vestra representatives forwarded the October Proposal to the Company’s management. The October Proposal was not subject to any financing contingency, and was subject to satisfactory completion of customary due diligence. The October Proposal also stated that Parent engaged advisors Moelis and Morrison & Foerster LLP (“Morrison & Foerster”) as its financial and legal advisors, respectively, and expected to complete diligence and be prepared to sign a definitive agreement within thirty to forty-five days. Following the Company’s management’s receipt of the October Proposal, management notified representatives of Paul, Weiss and Brownstein of the October Proposal and, on behalf of the Board, requested that representatives of Paul, Weiss join the upcoming meeting of the Board on October 30, 2023 to participate in the Board’s discussion of the October Proposal.

On October 18, 2023, Mr. Robideau and Wayne Farnsworth (Chief Legal Officer of Parent) met with Mr. Mizel, Mr. Mandarich and Mr. Martin in Denver, Colorado to discuss the general profile of and background of the Guarantor group, including Guarantor’s practices with respect to past acquisitions.

On October 23, 2023, the Board held a meeting with members of the Company’s management. At that meeting, members of the Company’s management briefed the Board on the October Proposal submitted by Parent.

On October 26, 2023, Toru Ishii (Senior Managing Officer and Director of the Board of Guarantor), Takehisa Yanagi (Managing Officer and Head of International Business Department of Guarantor), Toru Tsuji (Executive Officer of International Business Department of Guarantor and then-incoming chief executive officer of Parent), Makoto Ochiai (Deputy Head of Business Strategy Office, International Business Department of Guarantor), Ryota Maki (Assistant Director of Business Strategy Office, International Business Department, of

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Guarantor), a translator retained by Guarantor, Mr. Robideau and Mr. Farnsworth from Parent, a representative of Moelis, a representative of Vestra, Mr. Mizel, Mr. Mandarich and Mr. Martin met in person in Denver, Colorado (the “October 26 Meeting”), during which meeting the Company provided Parent with an overview of its business and performance, and Guarantor shared an overview of its company and corporate philosophy.

On October 30, 2023, the Board held a meeting with members of the Company’s management and representatives of Paul, Weiss. In executive session, representatives of Paul, Weiss reviewed with the Board the duties of the directors in a situation involving a potential sale of the Company, including fiduciary duties and duties related to confidential information and trading. Thereafter, the Board, the Company’s management and the Company’s advisors discussed the Company’s business outlook, including valuation, stock performance, future key strategic initiatives and projections. The Board then discussed the terms of the October Proposal and the Company’s management updated the Board on the October 26 Meeting. The Board, the Company’s management and the Company’s advisors discussed the key terms of the October Proposal, including the credibility of the potential buyer and its ability to pay the proposed purchase price, absence of any financing contingency, potential synergies with Parent, cultural fit and business alignment, diligence requirements and proposed timing of the transaction. The Board concluded that it may be willing to engage in confidential discussions and a potential transaction with Parent if Parent considered a meaningfully higher offer than that proposed in the October Proposal. The Board instructed members of the Company’s management to communicate such to Parent and its advisors and generally authorized members of the Company’s management to continue to discuss and negotiate the proposed transaction with Parent in an attempt to receive the highest offer possible and report back to the Board before committing to any definitive terms. The Board also instructed management not to engage in discussions regarding the post-transaction management structure, compensation, or voting commitments with respect to the proposed transaction with Parent until the Board has reached an agreement with Parent on price and such discussions were further authorized by the Board. The Company’s management confirmed to the Board that no members of management had engaged in any such discussions with Parent.

Shortly thereafter, the Company’s management orally informed Parent that the October Proposal provided insufficient value to the Company stockholders, and that its Board may be willing to consider a meaningfully higher offer.

On October 31, 2023, representatives of Moelis submitted to representatives of Vestra high priority due diligence requests from Parent. On November 2, 2023, representatives of Vestra delivered to Moelis the Company’s responses to these diligence requests.

On November 10, 2023, Parent submitted a second proposal with a purchase price of $57.00 per share, in cash (the “November 10 Proposal”).

On November 20, 2023, the Board held a meeting with members of the Company’s management at which they discussed, among other things, the November 10 Proposal in executive session. After consulting with management, the Board determined that the November 10 Proposal materially undervalued the Company and, as such, it was not in the best interests of the Company to pursue a transaction with Parent on the proposed terms at the time of the meeting. The Board instructed management to relay the Board’s determination to Parent, and members of management did as such.

On November 21, 2023, Mr. Mandarich wrote to Mr. Yanagi thanking him for his visit to the Company in Denver and extending an invitation to meet again with MDC after the new year.

On November 24, 2023, informed by their discussions with the Board at the meeting on November 20, 2023, members of the Company’s management orally indicated to Parent that they expected the Board would be willing to consider an offer that was at least $65.00 per share, in cash.

On December 2, 2023, the Company provided representatives of Vestra with an update on its performance for the fourth quarter of 2023 and details on its lot supply as of October 31, 2023. At the direction of the Company, representatives of Vestra shared this information, which Parent had previously requested, with representatives of Moelis and Parent.

On December 4, 2023, Parent submitted a third proposal with a purchase price of $61.00 per share, in cash (the “December 4 Proposal”). Members of the Company’s management orally communicated to Parent their view that the December 4 Proposal continued to undervalue the Company.

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On December 6, 2023, representatives from Parent and the Company discussed the proposed purchase price per share in a potential transaction, with each communicating that the price per share most recently indicated by the other was not a price at which such representatives believed their respective boards would be willing to consider.

Following such discussions with representatives of the Company, Parent submitted a fourth proposal on December 7, 2023, with a purchase price of $63.00 per share, in cash (the “December 7 Proposal”). The December 7 Proposal represented a 14.5% increase from Parent’s original October Proposal and a nearly 33% premium to the Company’s closing price per share on December 6 of $47.39.

On December 11, 2023, the Board held a meeting, with members of the Company’s management present. Representatives of Vestra and Paul, Weiss were also in attendance. At the meeting, representatives of Vestra reviewed with the Board the financial terms of the various offers received from Parent since the previous Board meeting, including the December 7 Proposal, noting that the Company and its advisors had worked diligently to advance negotiations with Parent and its advisors, regarding the proposed transaction, in accordance with the guidance provided by the Board. In addition, representatives of Vestra provided an overview of the industry landscape as related to the housing market and homebuilding sector generally, as well as in regards to trends in the homebuilding mergers and acquisitions market. Representatives of Vestra discussed with the Board potential alternative bidders, including whether any strategic buyers or private equity firms could reasonably be expected to pay a per share price similar to, or greater than the December 7 Proposal. The Board then discussed various considerations regarding the Company’s strategic alternatives, including, among other things, considerations relating to continuing to operate on a standalone basis in the current market and the Company’s many historical discussions with most key players in the homebuilding sector (including financial sponsors), none of which ever materialized into a transaction. After the discussion, the Board determined that a similar or greater bid from potential alternative bidders was unlikely. Representatives of Vestra and Paul, Weiss then reviewed with the Board the key terms of the December 7 Proposal, including Parent’s willingness to proceed with diligence and contract negotiations on an accelerated timeframe, and the absence of any financing contingency, noting that Parent had orally indicated it was in discussion with three Japanese banks, each of which had indicated financing would be available. The Board also discussed various regulatory and value considerations. Representatives of Paul, Weiss refreshed the directors on their relevant fiduciary duties and on standards of judicial review.

The Board, in consultation with representatives of Vestra and Paul, Weiss, then discussed the benefits and risks of performing a pre-signing market check or negotiation of a post-signing “window shop” or “go-shop” period. The Board noted that a pre-signing market check could potentially lead to increased competition among bidders and feedback from a larger number of potential acquirers. The Board also discussed the risks of a pre-signing market check, including, among others, the higher likelihood of leaks, management distraction, a longer process with less control and the risk of adverse impact on the Company if a pre-signing market check did not result in a sale. The Board discussed how prior conversations with potential alternative strategic bidders and financial sponsors over the years never resulted in an acceptable offer to acquire the Company, the limited number of strategic counterparties who could afford acquisitions of this type and the limitations on financial sponsors as potential bidders for the Company obviated some of the risks of proceeding without a pre-signing market check. The Board then discussed next steps in the transaction process, including diligence, the negotiation of transaction agreements, requisite board and stockholder approvals, regulatory requirements and the timing of management’s engagement in negotiations with respect to post-transaction management structure, compensation and potential voting agreements. The Board unanimously agreed to authorize the Company’s management to proceed with negotiating with Parent the definitive terms of the transaction at the price of $63.00 per share in cash reflected in the December 7 Proposal, provided that management was not authorized to enter into any definitive transaction agreements without further Board approval. The Board also instructed the Company’s management to continue to refrain from discussions regarding the post-transaction management structure, compensation, or voting commitments with respect to the potential transaction with Parent until further authorized by the Board. Company’s management confirmed to the Board that no members of management had engaged in any such discussions with Parent.

Later that day, the Company’s management orally informed Parent that the Board was willing to move forward on the basis of the December 7 Proposal.

On December 12, 2023, Mr. Yoshihiro Nakai (Representative Director of the Board, President, Executive Officer and CEO of Guarantor), Mr. Ishii, Mr. Yanagi, Mr. Tsuji, Mr. Ochiai, Mr. Maki, a translator retained by

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Guarantor, Mr. Robideau, Mr. Farnsworth, a representative of Moelis, a representative of Vestra, Mr. Mizel, Mr. Mandarich and Mr. Martin met in person in Denver, Colorado, during which meeting the Company again provided Parent with an overview of its business and performance, and Guarantor again shared an overview of its company and corporate philosophy.

On December 14, 2023, Parent submitted an additional list of diligence information requests to representatives of Vestra.

On December 16, 2023, Parent and its representatives were provided with access to an electronic data room (the “Data Room”) containing information from the Company that was responsive to the diligence information requests submitted by Parent to representatives of Vestra on December 14, 2023. The due diligence information made available to Parent and its representatives in the Data Room continued to be supplemented and updated by the Company and its representatives in response to diligence information requests from Parent and its representatives during the period from December 16, 2023 through January 17, 2024.

Beginning on December 16, 2023, and continuing through January 17, 2024, Parent and its representatives conducted due diligence on the Company.

On December 19, 2023, representatives of Morrison & Foerster sent an initial draft of the merger agreement to representatives of Paul, Weiss and Brownstein. Among other terms, the draft merger agreement: (i) proposed that rather than Guarantor directly acquiring the Company, the acquiring entity would be a subsidiary of Guarantor based in the United States, with no guarantee or credit support from Guarantor; (ii) materially limited the actions Parent was required to take in order to obtain the antitrust and other regulatory approvals required to consummate the transaction; (iii) conditioned closing of the transaction on, among other things, an unspecified list of governmental consents and the absence of any pending or threatened litigation relating to the transaction, that sought to prohibit the consummation of the transaction or impose limits on the ownership or operation of the business, or that would reasonably be expected to have a material adverse effect on the business or the transaction; (iv) included a “no-shop” provision restricting the Company from soliciting competing proposals for an alternative transaction; (v) provided for a termination fee of 3.5% of the Company’s equity value payable by the Company in certain circumstances, including in the event the Company terminated the merger agreement to enter into an alternative acquisition agreement; and (vi) did not permit the Company to seek damages or other relief on behalf of its stockholders in the event of breach or wrongful termination of the merger agreement by Parent or Merger Sub (“ConEd Language”).

On December 20, 2023, representatives of Paul, Weiss and Morrison & Foerster had a call (the “December 20 Call”) to discuss the initial draft of the merger agreement, including the regulatory matters, the proposed closing conditions, the “no shop” provision, the termination fee proposed, the creditworthiness of the acquiror, the lack of ConEd Language, and the breadth of the representations, warranties, and covenants.

That same day, representatives of Morrison & Foerster sent a draft voting agreement to representatives of Paul, Weiss. Representatives of Paul, Weiss then shared the draft voting agreement with representatives of Brownstein and Greenberg Traurig, LLP (“Greenberg Traurig”), counsel to Mr. Mizel and Mr. Mandarich as significant stockholders (the “Significant Stockholders”) of the Company. Among other terms, the draft voting agreement required the Significant Stockholders to: (i) vote all of their shares of Company common stock in favor of the adoption of the merger agreement; (ii) not transfer their shares of Company common stock, subject to certain limited exceptions; and (iii) not solicit or participate in discussions or negotiations. The obligations under the draft of the voting agreement were to terminate on the earliest to occur of (x) the effective time of the Merger, (y) the termination of the merger agreement; and (z) a change in form, or decrease in the amount, of the Merger consideration.

On December 21, 2023, the Board held a meeting with members of the Company’s management and representatives of Vestra and Paul, Weiss. At this meeting, members of the Company’s management reviewed with the Board the Company’s five-year business plan that had been requested by Parent and discussed whether or not the Board was supportive of delivering such business plan to Parent, discussed the commencement of insider and executive arrangement negotiations, and discussed a limited waiver of Section 203 of the DGCL to permit such negotiations. Representatives of Paul, Weiss updated the Board on the current status of the negotiations, noting that the Company and its advisors had worked diligently to advance negotiations with Parent and its advisors, regarding the proposed transaction, in accordance with the guidance provided by the Board. In particular, representatives of Paul, Weiss outlined to the Board the process and timeline for negotiating the

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transaction documents, including the merger agreement and voting agreement, and certain key open issues in the initial draft of the merger agreement informed by the December 20 Call, including: (i) the proposed “no-shop” provision; (ii) the 3.5% termination fee; and (iii) the fact that Parent, a subsidiary of Guarantor, was proposed to act as the acquiror without a guarantee from Guarantor. The Board engaged in further discussion with representatives of Paul, Weiss regarding the “no-shop” provision and the continuing fiduciary duties of the Board, as well as a proposed response to the draft merger agreement that would include a “go-shop” provision and lower the termination fee to a level that would be unlikely to discourage potential interlopers (and impose an even lower fee during the “go-shop” period). In regards to the 3.5% termination fee, the Board discussed that, while the fee may have been in the customary range for transactions of this type, it would be necessary to secure a lower fee to not discourage other potential acquirers. The Board and representatives of Paul, Weiss also discussed the increasing equity value of companies in the homebuilding sector and the importance of continuing to monitor and evaluate whether accepting the purchase price presented by Parent is in the best interest of the Company and its stockholders throughout the potential transaction process. The Board then discussed the initial draft voting agreement, including the termination provision. At the conclusion of the meeting, after being advised by representatives of Paul, Weiss that the draft merger agreement (as informed by the December 20 Call) evidenced a serious willingness by Parent to reach an agreement and the Board’s belief that it would be able to negotiate favorable resolutions of the issues described to the Board by such representatives, the Board authorized the Company’s management to engage in discussions with Parent regarding the post-transaction management structure and compensation, as well as voting commitments with respect to the potential transaction. However, the Board cautioned management that any such compensation or voting commitments would ultimately need to be acceptable to the Board and on reasonable terms.

On December 28, 2023, representatives of Paul, Weiss and Brownstein sent a revised draft of the merger agreement to representatives of Morrison & Foerster. Among other terms, the revised merger agreement draft: (i) provided for a guarantee by Guarantor of Parent’s obligations under the merger agreement; (ii) expanded the obligations of Parent to use its “reasonable best efforts” to obtain the antitrust and other regulatory approvals required to consummate the transaction; (iii) limited the conditions to closing; (iv) proposed a 35-day “go-shop” period, during which the Company would be permitted to solicit and negotiate competing proposals for an alternative transaction; (v) proposed a termination fee of 2.25% of the Company’s equity value, payable by the Company in certain circumstances, including in the event the Company terminated the merger agreement to enter into an alternative acquisition agreement, which such fee would be lowered to 1.25% of the Company’s equity value if the termination occurred during the “go-shop” period; (vi) included a proposal for treatment of Company employee equity awards; and (vii) included the ConEd Language.

On January 5, 2024, the Company shared ongoing management and compensation-related proposals with Parent, including the proposed treatment of employee equity awards and various executive and employee compensation matters (for a summary of these matters affecting executive officers, please see the section of this proxy statement titled “The Merger—Interests of the Directors and Executive Officers of MDC in the Merger”).

On January 6, 2024, representatives of Morrison & Foerster sent representatives of Paul, Weiss and Brownstein a revised draft of the merger agreement. Among other terms, this revised merger agreement draft: (i) accepted Guarantor as the guarantor of Parent’s obligations under the merger agreement; (ii) accepted certain commitments of Parent to use “reasonable best efforts” to obtain regulatory clearance for closing, but specified that Parent would control the strategy for obtaining regulatory clearance for closing; (iii) expanded the conditions to closing; (iv) rejected the “go-shop” provision in favor of a “no shop” provision; (v) proposed a termination fee of 3.25% of the Company’s equity value; (vi) contained a counterproposal with respect to the treatment of Company equity awards, including that certain Company PSU Awards for which the performance period was incomplete would be cancelled and automatically converted into the right to receive a cash-based award based on performance; and (vi) removed the ConEd Language.

On January 7, 2024, representatives of Greenberg Traurig sent representatives of Morrison & Foerster a revised draft of the voting agreement. Among other terms, the revised draft of the voting agreement: (i) accepted Parent’s proposed requirement to vote in favor of adopting the merger agreement; (ii) provided additional exceptions to the restrictions on transfers of Company common stock by the Significant Stockholders;

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(iii) included exceptions to the non-solicitation provision to permit the Significant Stockholders to take certain actions relating to alternative acquisition proposals permitted to be taken by the Company and the Board under the merger agreement; and (iv) permitted a termination of the voting agreement in the event of a change of recommendation by the Board.

On January 9, 2024, representatives of Paul, Weiss and Brownstein sent representatives of Morrison & Foerster a revised draft of the merger agreement. Among other terms, the revised merger agreement draft: (i) generally accepted Parent’s proposed control of the strategy for obtaining regulatory clearance for closing, with a consultation right of the Company; (ii) narrowed the conditions to closing; (iii) generally accepted the “no-shop” provision; (iv) lowered the termination fee to 2.5% of the equity value of the Company; (v) proposed that Company PSU Awards, whether vested or unvested, that are outstanding would be fully vested and automatically converted into the right to receive an amount in cash equal to the product of the aggregate number of shares subject to such Company PSU Award based on maximum performance; and (vi) reinserted the ConEd Language. That same day, representatives of Paul, Weiss and Brownstein sent representatives of Morrison & Foerster an initial draft of the confidential disclosure letter to the merger agreement.

Also on January 9, 2024, representatives of Morrison & Foerster sent to representatives of Greenberg Traurig a revised draft of the voting agreement. Among other terms, the revised voting agreement draft: (i) accepted the Significant Stockholders’ exceptions to the restrictions on transfers of Company common stock; (ii) narrowed the exceptions to the non-solicitation provision limiting the Significant Stockholders’ ability to solicit alternative acquisition proposals alongside the Company or Board; and (iii) removed a change of recommendation by the Board as a termination event under the voting agreement.

On January 10, 2024, representatives of Greenberg Traurig sent to representatives of Morrison & Foerster a revised draft of the voting agreement. Among other terms, the revised voting agreement draft: (i) expanded the exceptions to the non-solicitation provision to permit the Significant Stockholders to participate in discussion and negotiations alongside the Company; and (ii) reinstated change of recommendation by the Board as a termination event under the voting agreement. Representatives of Greenberg Traurig also contacted representatives of Morrison & Foerster by email to explain the positions set forth in the draft voting agreement.

Later that day and until the time that the voting agreement was finalized on January 17, 2024, representatives of Morrison & Foerster and representatives of Greenberg Traurig exchanged drafts of the voting agreement. The final form of the voting agreement on January 17, 2024 required the Significant Stockholders to, among other terms: (i) vote all of their shares of Company common stock in favor of the adoption of the merger agreement; (ii) not transfer their shares of Company common stock, subject to specified exceptions; and (iii) subject to certain exceptions in connection with the Company’s solicitation of an alternative transaction, not solicit or participate in discussions or negotiations with respect to a proposal for an alternative transaction. The obligations under the final form of the voting agreement terminate on the earliest to occur of: (i) the effective time of the Merger; (ii) the termination of the merger agreement; and (iii) a change in form, or decrease in the amount, of the Merger consideration. The terms of the voting agreement are more fully described in the section entitled “The Merger — Terms of the Voting Agreement” beginning on page 65 of this Proxy Statement.

On January 12, 2024, representatives of Morrison & Foerster shared with representatives of Paul, Weiss forms of three debt commitment letters (each a “debt commitment letter” and collectively the “debt commitment letters”) and three corresponding side letters between Parent and three Japanese banks for the purposes of securing funding for the transaction.

That same day, representatives of Morrison & Foerster sent representatives of Paul, Weiss and Brownstein comments to the confidential disclosure letter. Representatives of Paul, Weiss, Brownstein and Morrison & Foerster continued to negotiate the terms of the draft confidential disclosure letter through January 17, 2024.

Also on January 12, 2024, representatives of Morrison & Foerster sent representatives of Paul, Weiss and Brownstein a revised draft of the merger agreement. Among other terms, the revised merger agreement draft: (i) expanded the conditions to closing; (ii) reinstated the Parent’s proposed termination fee of 3.25% of the equity value of the Company; and (iii) deleted the ConEd Language. That evening, representatives of Paul, Weiss and Morrison & Foerster had a call to discuss the revised merger agreement draft.

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Overnight, on January 13, 2024, representatives of Paul, Weiss and Brownstein sent representatives of Morrison & Foerster a revised draft of the merger agreement. The revised merger agreement draft reflected certain discussion points from the call on the evening of January 12, 2024, including: (i) narrowing the conditions to closing; (ii) proposing a termination fee of 2.5% of the equity value of the Company; and (iii) reinserting the ConEd Language. The morning of January 13, 2024, representatives of Paul, Weiss sent representatives of Morrison & Foerster comments on the debt commitment letters.

That same day (January 13, 2024, Tokyo time), representatives of the Company, including Mr. Martin, Mr. Rick Thomas, Mr. Andrew Harris, Mr. Mandarich, Mr. David Viger, Ms. Krista Montgomery and Mr. Derek Kimmerle, met in person in Osaka, Japan with representatives of Parent, including Mr. Ishii, Mr. Yanagi and Mr. Tsuji. The group visited the Tomorrow’s Life Museum showroom, toured the Nattoku Kobo Studio (Home Amenities Experience Studio), and attended dinner with Mr. Nakai. Mr. Ishii, Mr. Yanagi and Mr. Tsuji also conducted interviews with each of Mr. Martin, Mr. Thomas, Mr. Harris, Mr. Viger, Ms. Montgomery and Mr. Kimmerle regarding the proposed transaction.

On January 14, 2024, representatives of Moelis shared Parent’s comments to the Company’s ongoing management and compensation-related proposals with the Company, including the treatment of employee equity awards and various executive and employee compensation matters (for a summary of these matters affecting executive officers, please see the section of this proxy statement titled “The Merger—Interests of the Directors and Executive Officers of MDC in the Merger”).

The same day, representatives of Morrison & Foerster sent representatives of Paul, Weiss and Brownstein a revised draft of the merger agreement. Among other terms, the revised draft: (i) expanded the conditions to closing; (ii) proposed a termination fee of 3.0% of the equity value of the Company; and (iii) narrowed the ConEd Language.

On January 15, 2024, representatives of Morrison & Foerster shared final versions of the debt commitment letters with representatives of Paul, Weiss and Brownstein. That same day, representatives of Paul, Weiss and Brownstein sent to representatives of Morrison & Foerster a revised draft of the merger agreement. Among other terms, the revised merger agreement draft (i) narrowed the conditions to closing; (ii) included a termination fee of 2.75% of the equity value of the Company; and (iii) accepted the modified ConEd Language.

On January 16, 2024, representatives of Moelis sent Mr. Martin an updated summary of Parent’s ongoing management and compensation proposals.

Also on January 16, 2024, representatives of Morrison & Foerster sent to representatives of Paul, Weiss and Brownstein a revised draft of the merger agreement, which (i) expanded the conditions to closing; and (ii) proposed a termination fee of $147,420,000 (approximately 3.00% of the equity value of the Company). That same day, representatives of Paul, Weiss and Brownstein responded to representatives of Morrison & Foerster with a revised draft of the merger agreement.

In the early morning of January 17, 2024, representatives of Morrison & Foerster sent to representatives of Paul, Weiss and Brownstein a revised draft of the merger agreement. Also on January 17, 2024, representatives of Paul, Weiss and Brownstein sent representatives of Morrison & Foerster a proposed execution version of the merger agreement, which representatives of Morrison & Foerster agreed was in final form.

On January 17, 2024, the Board held a meeting with members of the Company’s management present. Representatives of Vestra, Paul, Weiss and Brownstein also were present at the meeting. During the meeting, representatives of Paul, Weiss reviewed the terms of the final merger agreement (the “Merger Agreement”), the voting agreement (the “Voting Agreement”), and the confidential disclosure letter with the Board. During this meeting, the Board discussed, among other things: the transaction structure, including the cash consideration and proposed treatment of Company equity awards; treatment of Company employees post-closing; conditions to closing; lack of a financing contingency; inclusion of debt commitment letters; standards for each party’s obligations to obtain regulatory clearance for closing; the circumstances in which the Board may change the Company Board Recommendation, including in the event of intervening events and superior proposals; “no-shop” provisions; the termination fee and other termination rights and remedies set forth in the Merger Agreement. The Board and representatives of Paul, Weiss and Brownstein also discussed the restrictions under the Merger Agreement on the Company’s solicitation of competing proposals for alternative transactions following the execution of the Merger Agreement. The Board and representatives of Paul, Weiss and Brownstein

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then discussed the material terms of the Voting Agreement, including the requirement for the Significant Stockholders to vote their shares of Company common stock for the adoption of the Merger Agreement and the termination provisions of such Voting Agreement. During this meeting, the Board also discussed, among other things, the certainty of closing represented by the Merger Agreement; the recent performance of the company and the status of macroeconomic and industry conditions; the potential effects on the Company’s stand-alone stock trading price in the near term, as a result of the Company’s potential performance and macroeconomic, market and industry conditions; and the interests of the Company and its stockholders in maximizing the value to be paid to stockholders by Parent.

Representatives of Vestra presented to the Board Vestra’s financial analysis, confirmed that Vestra had no conflicts related to the proposed transaction and, at the Board’s request, delivered its oral opinion to the Board, subsequently confirmed by delivery of a written opinion, dated January 17, 2024, that, as of such date, and based upon and subject to the various assumptions made, procedures followed, and matters considered and limitations on the review undertaken by Vestra as set forth in its written opinion, the $63.00 in cash per share of the Company’s Common Stock to be received by the Company stockholders, was fair from a financial point of view to such Company stockholders.

At this meeting and following discussions and deliberations, including discussion of the factors described in the section of this proxy statement titled “The Merger—Recommendations and Reasons for the Merger”, the Board unanimously: (i) approved and adopted the Merger Agreement, (ii) resolved to recommend that the stockholders of MDC adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger, and (iii) determined (among other things) that the terms of the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, the Company and its stockholders, and declared it advisable, to enter into the Merger Agreement and consummate the Merger and the other transactions contemplated by the Merger Agreement in accordance with the DGCL and upon the terms and subject to the conditions set forth in the Merger Agreement. Later that day, the Company and Parent executed the Merger Agreement and the other definitive documentation for the transaction.

The following morning, on January 18, 2024, the Company and Parent issued a press release announcing the execution of the Merger Agreement. Later that day, as instructed by the Company, representatives of Paul, Weiss and Brownstein also filed a current report on Form 8-K on behalf of the Company disclosing the execution of the Merger Agreement and filed amendments to the beneficial ownership reports on Schedule 13D on behalf of Mr. Mizel and Mr. Mandarich with the SEC.

On January 31, 2024, the Company and Parent filed their respective Notification and Report Forms pursuant to the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

Recommendation and Reasons for the Merger

On January 17, 2024, the Board, after considering various factors, including the non-exhaustive list of material factors described herein, and after consultation with the Company’s independent legal and financial advisors, unanimously (i) approved and adopted the Merger Agreement, (ii) resolved to recommend that the stockholders of MDC adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger, and (iii) determined (among other things) that the terms of the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, the Company and its stockholders, and declared it advisable, to enter into the Merger Agreement and consummate the Merger and the other transactions contemplated by the Merger Agreement in accordance with the DGCL and upon the terms and subject to the conditions set forth in the Merger Agreement.

In evaluating the Merger Agreement and the Merger, the Board consulted with the Company’s management and independent legal and financial advisors and, in reaching its decision at its meeting on January 17, 2024 to approve the Merger Agreement and the transactions contemplated by the Merger Agreement and to recommend that the holders of shares of MDC Common Stock vote “FOR” the adoption of the Merger Agreement, the Board considered a variety of factors in respect of the Merger, including the following (not necessarily in order of relative importance):

•

the Board’s knowledge of the Company’s businesses, assets, financial condition, results of operations and prospects (as well as the risks involved in achieving those prospects), the nature of the Company’s businesses and the industries and regulatory environment in which the Company operates and competes and the market for MDC Common Stock;

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•

the current and historical market prices of MDC Common Stock and recent trading activity, including the fact that the Merger Consideration of $63.00 represents a premium of approximately (a) 18.4% relative to the Company’s closing stock price on January 16, 2024, the last trading day before the Board’s approval of the Merger Agreement, (b) 18.7% compared to the 30-day VWAP for the period ended on January 16, 2024, (c) 40.2% compared to the 90-day VWAP for the period ended on January 16, 2024, and (d) 60.6% compared to the closing stock price on October 6, 2023, the last full trading day prior to Parent’s initial indication of interest;

•

the fact that the Company negotiated vigorously with Parent with respect to price and other terms of the Merger Agreement, including obtaining a price increase by Parent from Parent’s initial offer price of $55.00 per share of MDC Common Stock to $63.00 per share of MDC Common Stock, which the Board believed represented the highest price that Parent was willing to pay, and the fact that the Board believed the terms of the Merger Agreement include the most favorable terms to the Company, in the aggregate, to which Parent was willing to agree;

•

the Board’s assessment that the Merger Consideration of $63.00 per share of MDC Common Stock is more favorable to the Company stockholders than the potential value that would reasonably be expected to result from other strategic and financial alternatives reasonably available, including a sale to another potential counterparty or continuing to remain an independent public company;

•	the Board’s belief that if the Board declined to approve the Merger Agreement and the transactions contemplated thereby, there may not reasonably be expected to be another opportunity for the Company’s stockholders to receive a comparably priced offer with a comparable level of closing certainty;

•

that the Merger Consideration is all cash, so that the transaction provides Company stockholders certainty of value and liquidity for their shares of MDC Common Stock, especially when viewed against the Company’s competitive positioning and prospects as a standalone company, taking into account the continued costs, risks and uncertainties associated with continuing to operate independently as a public company, including:

○

the risks and uncertainties relating to the homebuilding industry being fragmented and highly competitive, including competition with numerous public and private homebuilders, including a number that are substantially larger than the Company and may have greater financial resources than those of the Company;

○

the cyclical nature of the industry and macroeconomic factors currently affecting it, including employment levels, availability of financing for homebuyers, interest rates, consumer confidence and spending, wage growth and inflation, household formations, levels of new and existing homes for sale, cost of land, labor and construction materials, demographic trends and housing demand;

○	the current and prospective business climate in the industry in which the Company operates, including the position of current and likely competitors of the Company; and

○	the current, historical and projected financial condition and results of operations of the Company on a stand-alone basis, including the risks to achieving its projections and long-term results amid the current and prospective regulatory environment;

•	the value and form of the Merger Consideration to be received by the Company’s stockholders in the Merger, taking into account:

○

the opinion of Vestra rendered orally to the Board on January 17, 2024, which was subsequently confirmed by delivery of a written opinion dated January 17, 2024 that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and limitations on the review undertaken by Vestra in preparing its opinion, the Merger Consideration to be paid to the holders of MDC common stock (other than Excluded Holders) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders, as further described in the section entitled “Opinion of Vestra Advisors LLC” beginning on page 43;

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○

that the Merger Consideration is all cash and is not subject to any financing contingency, which will provide the Company’s stockholders certainty of value and the ability to monetize their investment in the Company in the near future, and will also eliminate risks and uncertainties inherent in holding the Company’s stock, including as a result of matters beyond the Company’s control; and

○

the risks associated with operating as a standalone company, including the potential execution risks associated with the likelihood of meeting the financial projections described in the section entitled “The Merger—Projections” beginning on page 49 and the potential risk associated with the possibility that even if the Company meets such financial projections, the market may not reflect such execution in the Company’s stock price;

•

the Board’s assessment of the current low level of public company mergers and acquisitions activity in the Company’s industry, and its assessment, with input from its independent legal and financial advisors, that the number of potential strategic or financial counterparties to an alternative transaction involving an acquisition of the Company at the price and terms provided by Parent was likely low;

•	the belief that the Company was reasonably likely to receive all required regulatory approvals in connection with the Merger;

•

the fact that Parent provided fully executed and complete copies of its debt commitment letters to the Company, and that the net proceeds of the financing contemplated by the debt commitment letters along with other financial resources of Parent and its affiliates appeared, in the aggregate, to be sufficient to pay the Merger Consideration and any other fees and expenses reasonably expected to be incurred in connection with the Merger Agreement;

•

the fact that the Specified Company Stockholders, who hold approximately 21.2% of the voting power of the MDC Common Stock, had informed the Board that they were willing to, and at the time the Company executed the Merger Agreement did, enter into the Voting Agreement, pursuant to which they agreed to vote their shares of MDC Common Stock in favor of the adoption and approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, subject to the terms and conditions of the Voting Agreement;

•	the fact that the Voting Agreement terminates in the event that the Merger Agreement is validly terminated in any manner thereunder;

•	the fact that the holders of shares of MDC Common Stock who do not vote to adopt the Merger Agreement have the right to demand appraisal of their shares in accordance with the procedures of Section 262 of the DGCL;

•	the recommendation of the Company’s senior management in favor of the Merger; and

•	other terms of the Merger Agreement, including:

○

that Guarantor, Parent and Merger Sub are (a) required to use reasonable best efforts to take all actions necessary to obtain regulatory approvals of the transaction, including agreeing to divestitures, unless such actions would or would reasonably be expected to, individually or in the aggregate, result in a material adverse effect on (1) MDC and its subsidiaries taken as a whole, (2) Parent, MDC, Merger Sub, and their respective subsidiaries, taken as a whole, or (3) Guarantor and its subsidiaries taken as a whole, and (b) otherwise required to use its reasonable best efforts to do, or cause to be done, all things necessary, proper, or advisable under applicable law to consummate the Merger, as further described in the section entitled “Terms of the Merger Agreement—Other Covenants” beginning on page 82;

○

the Company’s ability, under certain circumstances, to furnish information to, and conduct negotiations with, third parties regarding unsolicited acquisition proposals made after the date of the Merger Agreement subject to, and in accordance with, the terms and conditions set forth therein and prior to the time the Company’s stockholders approve the Merger Proposal, as further described in the section entitled “Terms of the Merger Agreement—Solicitation of Other Offers” beginning on page 75;

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○

the ability of the Board to change its recommendation in the event of an intervening event that was not known, or reasonably foreseeable, to the Board at or prior to the execution of the Merger Agreement subject to, and in accordance with, the terms and conditions set forth therein, as further described in the section entitled “Terms of the Merger Agreement—Company Board Recommendation Changes” beginning on page 78;

○

the Board’s view that the terms of the Merger Agreement would be unlikely to deter third parties from making a superior proposal, including the Merger Agreement’s terms and conditions as they relate to the ability of the Board to change its recommendation with respect to the Merger Agreement and the Merger, as further described in the section entitled “Terms of the Merger Agreement—Company Board Recommendation Changes” beginning on page 78;

○

the Board’s belief that the termination fee of $147,420,000, which is approximately 3.0% of the Company’s implied equity value in the Merger, is reasonable and would not preclude or deter third parties from making competing acquisition proposals, as further described in the section entitled “Terms of the Merger Agreement—Company Termination Fee” beginning on page 86;

○

the Company’s ability to terminate the Merger Agreement in specified circumstances relating to a superior proposal subject, in specified cases, to payment of a termination fee of $147,420,000, as further described in the section entitled “Terms of the Merger Agreement—Termination of the Merger Agreement” beginning on page 85;

○	the Company’s ability to seek specific performance to prevent breaches of the Merger Agreement by Parent and to enforce specifically the terms of the Merger Agreement;

○	the fact that the Merger Agreement permits the Company to continue to make its quarterly dividends to the holders of MDC Common Stock in the ordinary course during the pendency of the Merger, which may provide the Company’s stockholders with additional cash value and liquidity;

○

the belief that the employee benefit arrangements provided in the Merger Agreement, as further described in the section entitled “Terms of the Merger Agreement—Employee Benefits” beginning on page 79, would help assure the continuity of management and other key employees, and increase the likelihood of the successful operation of the Company during the period prior to closing;

○	the conditions to closing, which are limited in number and scope, and which, in the case of the condition related to the accuracy of the Company’s representations and warranties, is generally subject to materiality or a Company Material Adverse Effect (as defined below) qualification;

○	the fact that Guarantor provided a guarantee in favor of the Company, which guarantees certain obligations of the Buyer Parties under the Merger Agreement; and

○	the fact that the Company Stockholder Approval is a closing condition, as further described in the section entitled “Terms of the Merger Agreement—Conditions to the Closing of the Merger” beginning on page 80.

The Board also considered a number of uncertainties and risks in its deliberations concerning the Merger and the other transactions contemplated by the Merger Agreement, including the following (not necessarily in order of relative importance):

•	that the Company’s stockholders will not participate in the future earnings or growth of the Company and will not benefit from any appreciation in value of the Company, including any appreciation in value that could be realized as a result of the acquisition of the Company by Parent;

•	the fact that the Company and Parent must obtain clearance under the HSR Act in order to complete the Merger, which approval may not be obtained or may be subject to conditions that Parent is not required to comply with;

•

the fact that, while the Merger is expected to be completed, there is no assurance that all conditions to the parties’ obligations to complete the Merger will be satisfied or waived, and, as a result, it is possible that the Merger might not be completed even if it is approved by the Company’s stockholders;

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•	the fact that the covenants, limitations and restrictions imposed in the Merger Agreement on the conduct by the Company of its business prior to completion of the Merger could have negative effects on the Company, including:

○

restrictions on the conduct of the Company’s business prior to the consummation of the Merger, including the requirement that the Company conduct its business in the ordinary course, subject to specific limitations, which may delay or prevent the Company from undertaking business opportunities that may arise before the completion of the Merger and that, absent the Merger Agreement, the Company might have pursued; and

○

restrictions on the ability of the Company to pursue certain acquisitions without the prior consent of Parent, which could delay or prevent the Company from undertaking business opportunities that may arise or certain other action the Company might otherwise take with respect to the operations of the Company pending completion of the Merger;

•	the negative impact that may result on the Company’s ability to retain and, if necessary, attract key employees, particularly while the Merger Agreement is pending;

•

that certain provisions of the Merger Agreement could have the effect of discouraging third parties from submitting competing acquisition proposals involving the Company, including (a) the restrictions on the Company’s ability to solicit proposals for alternative transactions involving the Company and (b) Parent’s match right, as further described in the section entitled “Terms of the Merger Agreement—Solicitation of Other Offers” beginning on page 75;

•	that, under certain circumstances, the Company would be required to pay Parent a termination fee in an amount equal to $147,420,000, and the effect such payment may have on a potential buyer considering a competing proposal to acquire the Company;

•	the risk that the Merger could be delayed or not completed due to the failure of the Company or Parent to satisfy the conditions to the Merger, including the failure to obtain the Company Stockholder Approval;

•	the potential adverse effect on the Company’s business and the share price of MDC Common Stock due to the risk that the Merger may not be completed on the expected timetable, or at all;

•

the significant costs involved in connection with entering into the Merger Agreement and completing the Merger (many of which are payable whether or not the Merger is consummated), and the substantial time and effort of the Company’s management required to complete the Merger, which may disrupt the Company’s business operations and its commercial relationships;

•	the risks, costs and disruptions to the Company’s operations if the Merger is not completed, including the diversion of management and employee attention, potential employee attrition, and the potential effect on the Company’s business;

•	general economic, market and political conditions, and the risk that the results of the 2024 U.S. elections, may lead to a more favorable regulatory environment for the Company;

•	the fact that an all-cash transaction would be taxable to the Company’s stockholders that are U.S. persons for U.S. federal income tax purposes;

•

that certain directors and executive officers of the Company have interests in the Merger that are different from, or in addition to, the Company’s stockholders generally, as further described in the section entitled “The Merger—Interests of the Directors and Executive Officers of MDC in the Merger” beginning on page 52; and

•

other risks and uncertainties outlined in the Company’s filings with the SEC, including the risks set forth in “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (filed with the SEC on January 30, 2024), referred to as the “Form 10-K.” See “Where You Can Find More Information” for further information.

The foregoing discussion of the information and factors considered by the Board is not intended to be exhaustive but, the Company believes, includes all material factors considered by the Board. In view of the wide

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variety of factors considered and the complexity of these matters, the Board found it impracticable to, and did not, quantify or otherwise attempt to assign relative weight to each of the specific factors considered in reaching its determination. Rather, the Board based its judgment on the total mix of information available to it regarding the overall effect of the Merger on the Company’s stockholders compared to the overall effect of any alternative transaction or remaining a stand-alone company. Accordingly, the judgments of individual directors may have been influenced to a greater or lesser degree by their individual views with respect to different factors.

In reaching the determination described above, the Board adopted unanimous resolutions, among other things:

•	approving and adopting the Merger Agreement, and approving the consummation of the Merger and the transactions contemplated thereby in accordance with the Merger Agreement and the DGCL;

•

resolving that the Merger Agreement be submitted to the Company’s stockholders for adoption and approval at a special meeting of the Company’s stockholders held for such purpose, and recommending to the Company’s stockholders that they vote in favor of adoption of the Merger Agreement and approval of the transactions contemplated thereby at the special meeting of the Company’s stockholders; and

•	declaring it advisable, fair to and in the best interests of the Company and the Company’s stockholders that the Company enter into, execute and deliver the Merger Agreement.

THE COMPANY’S BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE MERGER PROPOSAL.

Opinion of Vestra Advisors LLC

The Company retained Vestra as its financial advisor in connection with a possible transaction involving Guarantor, Parent and Merger Sub. In connection with Vestra’s engagement, the Board requested that Vestra evaluate the fairness, from a financial point of view to the holders of the MDC Common Stock of the Merger Consideration to be received by such holders pursuant to the terms and subject to the conditions set forth in the Merger Agreement. On January 17, 2024, at a meeting of the Board held to evaluate the proposed Merger, Vestra rendered to the Board an oral opinion, subsequently confirmed by delivery of a written opinion, dated January 17, 2024, to the effect that, as of the date of Vestra’s written opinion and based on and subject to various assumptions made, procedures followed, matters considered and limitations on the review undertaken by Vestra as set forth in its written opinion, the Merger Consideration to be received by the holders of shares of MDC Common Stock was fair, from a financial point of view, to such holders.

The full text of Vestra’s written opinion, dated January 17, 2024, to the Board, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken by Vestra in rendering its opinion, is attached to this proxy statement as Annex B and is incorporated herein by reference in its entirety. The summary of Vestra’s opinion set forth below is qualified in its entirety by reference to the full text of Vestra’s opinion. Vestra’s opinion was rendered to the Board (in its capacity as such) in connection with its evaluation of the proposed Merger and was limited to the fairness, from a financial point of view, as of the date of Vestra’s written opinion, to holders of shares of MDC Common Stock of the Merger Consideration to be received by such holders pursuant to the terms and subject to the conditions set forth in the Merger Agreement. Vestra’s opinion did not address any other terms, aspects or implications of the proposed Merger. Vestra’s opinion did not address the underlying business decision of the Company to effect or enter into the Merger, the relative merits of the Merger as compared to any alternative business strategies that might exist for the Company or the effect of any other transaction in which the Company might engage or consider. Vestra’s opinion is not intended to be and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act on any matters relating to the proposed Merger or otherwise.

In arriving at its opinion, Vestra:

•	reviewed a draft, dated January 17, 2024, of the Merger Agreement;

•	held discussions with certain senior officers, directors and other representatives and advisors of the Company concerning the business, operations and prospects of the Company;

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•

examined certain publicly available business and financial information relating to the Company as well as certain financial forecasts (the “Projections” as defined and summarized in the section entitled “—Certain Unaudited Prospective Financial Information”) and other information and data relating to the Company which were provided to or discussed with Vestra by the management of the Company;

•

reviewed the financial terms of the Merger as set forth in the Merger Agreement in relation to, among other things: current and historical market prices and trading volumes of the MDC Common Stock; the historical and projected financial and operating data of the Company; and the capitalization and financial condition of the Company;

•

considered, to the extent publicly available, the financial terms of certain other mergers which Vestra considered relevant in evaluating the Merger and analyzed certain financial, stock market and other publicly available information relating to the businesses of other companies whose operations Vestra considered relevant in evaluating those of the Company; and

•	conducted such other analyses and examinations and considered such other information and financial, economic and market criteria as Vestra deemed appropriate in arriving at its opinion.

The issuance of Vestra’s opinion was authorized by Vestra’s fairness opinion committee.

In rendering its opinion, Vestra assumed and relied, without independent verification, upon the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with Vestra and upon the assurances of the management of the Company that they were not aware of any relevant information that was omitted or that remained undisclosed to Vestra. With respect to the financial forecasts and other information and data relating to the Company that Vestra was directed to utilize for purposes of its analysis, Vestra was advised by the management of the Company, and assumed, with the Board’s consent, that such forecasts and other information and data were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company as to the future financial performance of the Company. Vestra expressed no view or opinion as to any financial forecasts and other information or data (or underlying assumptions on which any such financial forecasts and other information or data are based) provided to or otherwise reviewed by or discussed with Vestra.

Vestra did not make and was not provided with an independent evaluation or appraisal of the assets or liabilities (contingent, accrued, derivative, off-balance sheet or otherwise) of the Company or any other entity or business and Vestra did not make any physical inspection of the properties or assets of the Company or any other entity. Vestra did not evaluate the solvency or fair value of the Company or any other entity under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Vestra assumed, with the Board’s consent, that the Merger would be consummated in accordance with its terms and in compliance with all applicable laws, documents and other requirements, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory or third party approvals, consents, releases, waivers and agreements for the Merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on the Merger or that otherwise would be meaningful in any respect to Vestra’s analyses or opinion. Representatives of the Company advised Vestra, and Vestra further assumed, that the final terms of the Merger Agreement would not vary materially from those set forth in the draft reviewed by Vestra. Vestra did not express any view or opinion as to the prices at which the MDC Common Stock or any other securities would trade or otherwise be transferable at any time, including following the announcement of the Merger. Vestra did not express any view or opinion with respect to accounting, tax, regulatory, legal or similar matters, including, without limitation, tax consequences resulting from the Merger or otherwise or changes in, or the impact of, tax or other laws, regulations and governmental and legislative policies on the Company or the Merger, and Vestra relied, with the Board’s consent, upon the assessments of representatives of the Company as to such matters.

Vestra’s opinion addresses only the fairness, from a financial point of view and as of the date of its written opinion, of the Merger Consideration (to the extent expressly specified herein), without regard to individual circumstances of holders of the MDC Common Stock that may distinguish such holders or the securities of the Company held by such holders. Vestra’s opinion did not address any other terms, aspects or implications of the Merger, including, without limitation, the form or structure of the Merger, or any other agreement, arrangement or understanding to be entered into in connection with or contemplated by the Merger or otherwise. Vestra expressed no view as to, and its opinion did not address, the underlying business decision of the Company to

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effect or enter into the Merger, the relative merits of the Merger as compared to any alternative business strategies that might have existed for the Company or the effect of any other transaction in which the Company might have engaged or considered. Vestra also expressed no view as to, and its opinion did not address, the fairness (financial or otherwise) of the amount or nature or any other aspect of any compensation or other consideration to any officers, directors or employees of any parties to the Merger, or any class of such persons, relative to the Merger Consideration or otherwise. Vestra’s opinion is necessarily based upon information available to Vestra, and financial, stock market and other conditions and circumstances existing as of the date of its written opinion. Although subsequent developments may affect Vestra’s opinion, Vestra has no obligation to update, revise or reaffirm its opinion.

In preparing its opinion, Vestra performed a variety of financial and comparative analyses, including those described below. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. Vestra arrived at its opinion based on the results of all analyses undertaken by it and factors assessed as a whole, and it did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis for purposes of its opinion.

In its analyses, Vestra considered industry performance, general business, economic, market and financial conditions and other matters existing as of the date of its written opinion, many of which are beyond the control of the Company. No company, business or transaction reviewed is identical or directly comparable to the Company or the Merger and an evaluation of these analyses is not entirely mathematical; rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading, acquisition or other values of the companies, businesses or transactions reviewed or the results of any particular analysis.

The estimates used by Vestra for purposes of its analyses and the valuation ranges resulting from any particular analysis were not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by such analyses. In addition, analyses relating to the value of businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold or acquired. Accordingly, the estimates used in, and the results derived from, Vestra’s analyses are inherently subject to substantial uncertainty.

Vestra was not requested to, and it did not, recommend or determine the specific consideration payable in the proposed Merger. The type and amount of consideration payable in the proposed Merger was determined through negotiations the Company, on the one hand, and Parent and its affiliates, on the other hand, and the Company’s decision to enter into the Merger Agreement was solely that of the Board. Vestra’s opinion was only one of many factors considered by the Board in its evaluation of the proposed Merger and should not be viewed as determinative of the views of the Board or the management of the Company with respect to the proposed Merger, the Merger Consideration or any other aspect of the transaction contemplated by the Merger Agreement.

Financial Analyses

The following summary of Vestra’s financial analyses includes information presented in tabular format. In order to fully understand the analyses, the tables should be read together with the full text of each summary. The tables are not intended to stand alone and alone do not constitute a complete description of Vestra’s financial analyses. Considering the tables below without considering the full narrative description of Vestra’s financial analyses, including the methodologies and assumptions underlying such analyses, could create a misleading or incomplete view of such analyses.

Select Publicly Traded Companies Analysis

Vestra reviewed and compared certain financial information of the Company to corresponding financial multiples and ratios for the following selected publicly traded companies in the homebuilding industry with an equity value of greater than $3 billion and less than $10 billion (the “selected companies”):

•	M/I Homes, Inc.

•	Meritage Homes Corp.

•

KB Home

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•	Tri Pointe Homes, Inc.

•	Taylor Morrison Home Corp.

For each of the selected companies, Vestra calculated the closing price of its shares as of January 16, 2024, as a multiple of such company’s 2023 book value (referred to in this section as “Price/2023E Book Value”) and as a multiple of such company’s estimated 2024 earnings (referred to in this Section as “Price/2024E EPS”). Estimated financial data of the selected companies were based on publicly available research analysts’ estimates.

This analysis indicated the following:

Selected Companies	Price/2023E Book Value	Price/2024E EPS
M/I Homes, Inc.	1.5x	8.9x
Meritage Homes Corp.	1.4x	8.9x
KB Home	1.3x	8.0x
Tri Pointe Homes, Inc.	1.1x	8.0x
Taylor Morrison Home Corp.	1.1x	7.3x
M.D.C. Holdings, Inc.⁽¹⁾	1.2x	10.5x
For Reference
M.D.C. Holdings, Inc.⁽²⁾	1.2x	8.7x

(1)	Based on consensus analyst 2023E book value and 2024E EPS estimates.

(2)	Based on Company Projections.

Based on the multiples it derived for the selected companies and based on its professional judgment and experience, Vestra applied a Price/2023E Book Value reference range of 1.2x to 1.4x to the Company’s 2023 book value based on the Projections, and a Price/2024E EPS reference range of 7.0x –9.0x to the Company’s estimated 2024 earnings per share based on the Projections. Based on the number of fully diluted shares of MDC Common Stock, in each case as provided by the Company’s management, this analysis indicated the following ranges of implied equity values per share of MDC Common Stock, rounded to the nearest $0.05, compared to the Merger Consideration of $63.00 per share of MDC Common Stock:

Methodology			Implied Equity Values Per Share
Price/2023E Book Value			$50.35 - $59.05
Price/2024E Earnings			$42.90 - $55.10

Although none of the selected companies is directly comparable to the Company, Vestra selected these companies because they are publicly traded homebuilding companies that Vestra, in its professional judgment and experience, considered generally relevant to the Company for purposes of its financial analyses. In evaluating the selected companies, Vestra made judgments and assumptions with regard to general business, economic and market conditions affecting the selected companies and other matters, as well as differences in the selected companies’ financial, business and operating characteristics. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the selected companies and the multiples derived from the selected companies. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the data of the selected companies.

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Precedent Transactions Analysis

Vestra reviewed, to the extent publicly available, financial information related to the following selected transactions involving publicly-traded target companies in the homebuilding industry announced since 2015 (the “selected transactions”). The selected transactions reviewed by Vestra, and the month and year each was announced, were as follows:

Month and Year Announced	Acquiror	Target	Price/Book Value Multiple
June, 2015	Standard Pacific Corp.	The Ryland Group, Inc.	1.8x
October, 2017	Lennar Corp.	CalAtlantic Group, Inc.	1.3x
September, 2016	Lennar Corp.	WCI Communities, Inc.	1.3x
June, 2018	Taylor Morrison Home Corp.	AV Homes, Inc.	1.1x
April, 2017	Century Communities, Inc.	UCP, Inc.	0.9x
July, 2021	Apollo Global Management, Inc.	The New Home Company	0.9x
November, 2019	Taylor Morrison Home Corp.	William Lyon Homes	0.8x

For each selected transaction, Vestra calculated the equity purchase price of the target company as a multiple of such company’s book value (referred to in this section as “Price/Book Value”). Estimated financial data of the selected transactions were based on publicly available information at the time of announcement of the relevant transaction.

Based on the multiples it derived from the selected transactions and based on its professional judgment and experience, Vestra selected a reference range of Price/Book Value multiples of 1.1x to 1.3x and applied this range of multiples to the Company’s 2023 book value based on the Projections. Based on the number of fully diluted shares of MDC Common Stock, as provided by the Company’s management, this analysis indicated a range of implied equity values per share of MDC Common Stock, rounded to the nearest $0.05, of $49.35 to $57.90, compared to the Merger Consideration of $63.00 per share of MDC Common Stock.

Although none of the target companies or businesses reviewed in the selected transactions analysis is directly comparable to the Company and none of the selected transactions is directly comparable to the Merger, Vestra selected these transactions because they involve companies or businesses that Vestra, in its professional judgment and experience, considered generally relevant to the Company for purposes of its financial analyses. In evaluating the selected transactions, Vestra made judgments and assumptions with regard to general business, economic and market conditions and other factors existing at the time of the selected transactions, and other matters, as well as differences in financial, business and operating characteristics and other factors relevant to the target companies or businesses in the selected transactions. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the target companies or businesses in the selected transactions and the multiples derived from the selected transactions. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the data of the selected transactions.

Discounted Cash Flow Analysis

Vestra performed a discounted cash flow analysis of the Company to calculate the estimated present value of the standalone unlevered, after-tax free cash flows that the Company was forecasted to generate from December 31, 2023 through December 31, 2028, calculated by taking net operating profit after tax, adding depreciation and amortization, adjusting for changes in real estate inventory (excluding capitalized interest) and other net working capital and subtracting capital expenditure, based on the Projections. Vestra calculated terminal values for the Company by applying terminal inventory multiples of 1.1x to 1.3x, which range was selected based on Vestra’s professional judgment and experience, to the Company’s estimated real estate inventory (excluding capitalized interest) as of December 31, 2028 based on the Projections. The unlevered cash flows and range of terminal inventory values were then discounted to present value as of December 31, 2023 using discount rates ranging from 11.7% to 13.2%, which were based on an estimate of the Company’s weighted

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average cost of capital, and the mid-year cash flow discounting convention. Based on this range of implied enterprise values, the Company’s estimated net debt (calculated as total debt less cash and cash equivalents) as of December 31, 2023, and the number of fully diluted shares of MDC Common Stock, in each case as provided by the Company’s management, this analysis indicated a range of implied equity values per share of MDC Common Stock, rounded to the nearest $0.05, of $55.10 to $66.55, compared to the Merger Consideration of $63.00 per share of MDC Common Stock.

Other Factors

Vestra also noted certain other factors, which were not considered material to its financial analyses with respect to its opinion, but were referenced for informational purposes only, including, among other things, the following:

Last 52-Week Trading Range

Vestra reviewed historical trading prices of shares of MDC Common Stock during the 52-week period ended January 15, 2024, noting that the low and high closing prices during such period ranged from $35.49 to $56.01 per share of MDC Common Stock, respectively.

Selected Analyst Broker Price Targets

Vestra reviewed the most recent publicly available equity research analysts’ one-year forward price targets for the MDC Common Stock available as of January 16, 2024, which demonstrated a price range of $49.00 to $57.00 and a present value of $43.75 to 50.90 when discounted by one year at the Company’s estimated mid-point cost of equity of 12.0%, derived using the capital asset pricing model.

Premiums Paid Analysis

Vestra reviewed, among other things, the premia paid in selected all-cash precedent acquisition transactions of U.S. public companies with a transaction value greater than $1 billion between January 1, 2014 and December 31, 2023, in relation to each target company’s (i) closing share price on the day prior to announcement of the applicable transaction, and (ii) 52-week high trading price for the 52-week period ended prior to announcement of the applicable transaction (“52-Week High”). Based on this review and its professional judgment and experience, Vestra applied:

(i)	an illustrative premia reference range of 20.7% to 40.7% to the closing price of MDC Common Stock on January 16, 2024 of $53.23 to derive implied equity value reference ranges per MDC Common Stock, rounded to the nearest $0.05, of $64.25 to $74.90; and

(ii)	an illustrative premia reference range of negative 3.1% to 16.9% to the 52-Week High of the MDC Common Stock as of December 27, 2023, of $56.01 to derive implied equity value reference ranges per MDC Common Stock, rounded to the nearest $0.05, of $54.25 to $65.45.

Miscellaneous

The foregoing summary of Vestra’s financial analyses does not purport to be a complete description of the analyses or data presented by Vestra to the board. In connection with the review of the Merger by the Board, Vestra performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Vestra’s opinion. In arriving at its fairness determination, Vestra considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Vestra made its determination as to fairness on the basis of its professional judgment and experience after considering the results of all the analyses. In addition, Vestra may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be the view of Vestra with respect to the actual value of the shares of MDC Common Stock. Rounding may result in total sums set forth in this section not equaling the total of the figures shown.

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Vestra prepared these analyses for the purpose of providing an opinion to the Board as to the fairness, from a financial point of view, of the Merger Consideration to the holders of shares of MDC Common Stock. These analyses do not purport to be appraisals or to necessarily reflect the prices at which the business or securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Vestra’s analyses are inherently subject to substantial uncertainty, and Vestra assumes no responsibility if future results are materially different from those forecasted in such estimates.

Vestra’s financial advisory services and its opinion were provided for the information and benefit of the board (in its capacity as such) in connection with its evaluation of the proposed Merger. The issuance of Vestra’s opinion was approved by an Opinion Committee of Vestra.

Vestra did not recommend any specific amount of consideration to the Board or the Company’s management or that any specific amount of consideration constituted the only appropriate consideration in the Merger for the holders of MDC Common Stock.

Pursuant to the terms of Vestra’s engagement letter with the Company, the Company has agreed to pay Vestra a fee for its services in the amount of approximately $21 million, of which $3 million was paid upon delivery of Vestra’s opinion, and the balance of which will be payable contingent upon the consummation of the Merger. The Company has also agreed to reimburse Vestra for its expenses and to indemnify Vestra against certain liabilities arising out of its engagement.

During the two-year period prior to the date of its opinion, Vestra and its affiliates have not been engaged to provide financial advisory or other services to the Company and Vestra has not received any compensation from the Company during such period. In addition, during the two-year period prior to the date of its opinion, Vestra and its affiliates have not been engaged to provide financial advisory or other services to the Parent and Vestra has not received any compensation from the Parent during such period. Vestra may provide financial advisory or other services to the Company and the Parent in the future, and in connection with any such services Vestra may receive compensation.

Vestra and its affiliates engage in a wide range of activities for its and their own accounts and the accounts of customers, including corporate finance, mergers and acquisitions, placement agent and related activities. In connection with these businesses or otherwise, Vestra and its affiliates and/or its or their respective employees, as well as investment funds in which any of them may have a financial interest, may at any time, directly or indirectly, hold long or short positions and may trade or otherwise effect transactions for their own accounts or the accounts of customers, in debt or equity securities, senior loans and/or derivative products or other financial instruments of or relating to the Company or its affiliates, Parent, potential parties to the Merger, or their respective affiliates or persons that are competitors, customers or suppliers of the Company.

The Company engaged Vestra to act as a financial advisor based on Vestra’s qualifications, experience and reputation. Vestra is a recognized investment banking firm in the homebuilding, building products and building materials sectors, with significant prior experience in providing fairness opinions to public and private companies in connection with mergers and acquisitions, leveraged buyouts and valuations for corporate and other purposes.

Projections

Other than the full-year outlook included in the Company’s earnings release filed as an exhibit to the Company’s Current Report on Form 8-K, dated January 31, 2023, as such full-year outlook was amended on July 27, 2023, and the quarterly outlook included in the Company’s earnings releases filed as exhibits to the Company’s Current Reports on Form 8-K, dated May 2, 2023, July 27, 2023 and October 26, 2023, the Company does not as a matter of course make public projections as to future performance, earnings or other results due to the inherent unpredictability of projections and their underlying assumptions and estimates. Despite this general practice, the Company provided to Vestra (in connection with the preparation of its valuation analyses and fairness opinion as described in the section entitled “Opinion of Vestra Advisors LLC,” beginning on page 43 of this Proxy Statement) certain prospective financial information concerning the Company’s future financial condition and performance (the “Projections”). The Projections were prepared by the Company’s management in connection with the Board’s evaluation of a potential transaction with the Buyer Parties and its evaluation of the Company’s strategic alternatives. Drafts of the Projections were reviewed with the Board, were

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approved by the Board for presentation to Vestra for use in its valuation analyses and fairness opinion, and were provided by the Company to Vestra on December 21, 2023 and January 17, 2024.

The Projections were not prepared with a view toward public disclosure and this summary thereof is included in this Proxy Statement only because the Projections (i) were made available to the Board in connection with its review of the potential transaction with Guarantor, Parent and Merger Sub and the strategic alternatives of the Company and (ii) were used by Vestra for purposes of preparing its valuation analyses and fairness opinion provided to the Board, as described in the section entitled “Opinion of Vestra Advisors LLC” beginning on page 43 of this Proxy Statement. The summary of the Projections is not being included in this Proxy Statement to influence a stockholder’s decision whether to vote in favor of the Merger Proposal or the other Special Meeting Proposals. The Projections may differ from published analyst estimates and forecasts. The Projections were provided to Guarantor, Parent and Merger Sub solely for purposes of Guarantor, Parent and Merger Sub’s diligence review of the Company in connection with the entry into the Merger Agreement.

The Projections do not necessarily comply with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts, or generally accepted accounting principles (“GAAP”) (and do not include footnote disclosures as may be required by GAAP). Neither Ernst & Young LLP (“EY”), the Company’s independent registered public accounting firm, nor any other audit firm has audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the Projections and, accordingly, neither EY nor any other audit firm has expressed an opinion or any other form of assurance with respect thereto. The EY report included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which is incorporated by reference in this Proxy Statement, relates to the Company’s historical financial information and does not extend to the Projections and should not be read to do so.

The Projections, while presented with numerical specificity, necessarily were based on numerous variables and assumptions that are inherently forward-looking and uncertain and many of which are beyond the control of the Company’s management. Because the Projections cover multiple years, by their nature, they also become subject to even greater uncertainty with each successive year. The assumptions upon which the Projections were based necessarily involve judgments with respect to, among other things, future economic, competitive and financial market conditions, all of which are difficult or impossible to predict accurately and many of which are beyond the Company’s control, including general economic conditions, competition and the risks discussed in this Proxy Statement under the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 22 of this Proxy Statement. The Projections also reflect assumptions as to certain business decisions that are subject to change and are susceptible to multiple interpretations and periodic revisions based on actual results, revised prospects for the Company’s business, competitive environment, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated when the Projections were prepared. In addition, the Projections might be affected by the Company’s ability to achieve proposed initiatives, objectives and targets over the applicable periods.

The Projections treat the Company on a stand-alone basis and without giving effect to, and are as if the Company never contemplated, the Merger, including the impact of negotiating or executing the Merger Agreement, the expenses that may be incurred in connection with consummating the Merger, the effect of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed or the effect of any business or strategic decisions or actions which would likely have been taken if the Merger Agreement had not been executed but which were instead altered, accelerated, postponed or not taken in anticipation of the Merger.

There can be no assurances that the Projections will be realized, and actual results may and will likely vary materially from those shown. The inclusion of the Projections in this Proxy Statement should not be regarded as an indication that the Company or any of its affiliates, advisors, officers, directors or representatives considered or consider the Projections to be predictive of actual future events or events that have occurred since the date of such forecasts, and the Projections should not be relied upon as such. The Company has not updated the Projections since they were prepared to reflect management’s current views of the Company or the Company’s future financial performance and the Projections should not be treated as guidance with respect to the projected results for any period. Neither the Company nor any of its affiliates, advisors, officers, directors or representatives can give any assurances that actual results will not differ materially from the Projections, and none of them undertakes any obligation to update or otherwise revise or reconcile the Projections to reflect

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circumstances existing after the date the Projections were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the Projections are shown to be in error. The Company does not intend to make publicly available any update or other revision to the Projections, except as otherwise required by law, and neither the Company, the Buyer Parties or, after the consummation of the Merger, the Surviving Corporation, undertakes any obligation or otherwise to revise the Projections after the date hereof, except to the extent required by law. Neither the Company, the Buyer Parties, nor any of their respective affiliates, advisors, officers, directors or representatives has made or makes any representation to any stockholder of the Company or other person regarding the ultimate performance of the Company compared to the information contained in the Projections or that the Projections will be achieved. The Company has made no representation to Guarantor, the Buyer Parties, Vestra or their respective affiliates, in the Merger Agreement or otherwise, concerning the Projections. The Projections are forward-looking statements, and are expressly qualified in their entirety by the risks and uncertainties identified above and the cautionary statements contained in the Company’s Annual Report on Form 10-K, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed by the Company with the SEC from time to time, which are available on the SEC’s website at www.sec.gov.

Certain of the Projections are or may be considered non-GAAP financial measures. There are limitations inherent in non-GAAP financial measures, because they exclude charges and credits that are required to be included in a GAAP presentation. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by the Company may not be comparable to similarly titled amounts used by other companies. No reconciliation of non-GAAP financial measures in the Projections to GAAP measures was created or used in connection with preparing the Projections and no such reconciliation of non-GAAP financial measures in the Projections to GAAP measures was relied upon by the Board or Vestra in connection with their respective evaluations of the Merger.

In light of the foregoing factors and the uncertainties inherent in the Projections, stockholders are cautioned not to place undue, if any, reliance on the Projections. Neither the Company, the Buyer Parties or any of their respective affiliates or representatives has made or makes any representation to any person regarding the ultimate performance of the Company compared to the information contained in the Projections.

Certain key material assumptions underlying the Projections include the following:

•	an increase in the monthly sales absorption rate in 2024 from the equivalent rate in 2023;

•	home closings in 2024 and 2025 in line with division management projections with modest growth in home closings in 2026-2028;

•	improvement in gross margin from home sales (excluding impairments) in 2024 and 2025 with a plateau in 2026-2028;

•	moderate home average selling price growth in light of stretched affordability for home purchasers;

•	total selling, general and administrative (SG&A) expenses remain below 10% of revenue, with slight year-to-year volatility; and

•	no improvement to work-in-process turnover after 2025.

The following is a summary of the Projections (which summary is not included in this Proxy Statement to induce any Company stockholder to vote in favor of approving the Merger Proposal or approving any of the other proposals to be voted on at the Special Meeting):

(amounts in millions)	FY2024P	FY2025P	FY2026P	FY2027P	FY2028P
Revenue⁽¹⁾	$5,790.9	$7,085.2	$7,513.9	$7,968.5	$8,450.6
Consolidated Pretax Income	$626.2	$794.2	$867.5	$915.7	$974.4
Net Income	$466.5	$591.7	$646.3	$682.2	$725.9
Diluted EPS	$6.10	$7.63	$8.23	$8.58	$9.02
Unlevered Free Cash Flow	($218)	$194	$331	$473	$534

(1)	Includes financial services revenue.

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The Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding the Company incorporated by reference into this Proxy Statement.

Interests of the Directors and Executive Officers of MDC in the Merger

When considering the recommendation of the Board that you vote to approve the Merger Proposal, you should be aware that directors and executive officers of MDC may have interests in the Merger that are different from, or in addition to, your interests as a stockholder. The Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in evaluating and negotiating the Merger Agreement, in approving the Merger Agreement and the Merger and in recommending that the Merger Agreement be adopted by Company stockholders. These interests include the following:

•	the acceleration and cash out of equity awards held by the executive officers of MDC and members of the Board, as of the Effective Time, for $63.00 in cash per share (net of any applicable exercise price with respect to Company Options);

•

the entitlement of Messrs. Larry A. Mizel, the Executive Chairman of MDC, and David D. Mandarich, the President and Chief Executive Officer of MDC, to (i) receive a transaction bonus payable at the Effective Time based on the severance amount they would have otherwise been entitled to receive under their existing employment agreements had they experienced a qualifying termination on the Closing Date (based on the severance amounts as calculated on December 31, 2023) in lieu of the cash severance that would have been payable under such employment agreements and (ii) enter into New Employment Agreements (as defined under the section entitled “Payments Upon Termination At or Following a Change in Control” beginning on page 54 of this Proxy Statement) which are contemplated to be effective as of the Closing Date;

•

the entry of Messrs. Robert Martin, the Senior Vice President and Chief Financial Officer of MDC, and Michael Kaplan, the Senior Vice President and General Counsel of MDC into amended Change in Control Agreements that will provide for a transaction bonus payable to each of them at the Effective Time based on the severance amount they would have otherwise been entitled to receive under their existing Change in Control Agreements upon a qualifying termination on or following the completion of the Merger in lieu of the cash severance that would have been payable under such Change in Control Agreements;

•

•	the continued indemnification and directors’ and officers’ liability insurance to be provided by the Surviving Corporation.

For purposes of the below disclosure, our executive officers consist of Messrs. Mizel, Mandarich, Martin and Kaplan and Ms. Rebecca B. Givens and our directors consist of Messrs. Mizel, Mandarich, Baker, Berman, Blackford, Buchwald, Farooqui, Reece, Siegel and Mses. Sinden and Courtney Mizel. Ms. Givens is our former Senior Vice President and General Counsel, who terminated employment effective as of May 20, 2022 and will not receive any severance payments or benefits in connection with the consummation of the Merger.

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Treatment of MDC Common Stock

As of the Record Date, directors and executive officers of MDC, as a group, held [ ] outstanding shares of MDC Common Stock. The value of the Company Equity Awards set forth in the tables below is based on the Merger Consideration of $63.00 in cash per share, without interest.

At the Effective Time, each share of MDC Common Stock outstanding as of immediately prior to the Effective Time that is held by the directors and executive officers of MDC will be cancelled and cease to exist and automatically converted into the right to receive cash in an amount equal to the Merger Consideration. The aggregate value of the outstanding shares of MDC Common Stock held collectively by our directors and executive officers as of the Record Date, based on the Merger Consideration of $63.00 in cash per share, is $[ ].

Treatment and Quantification of MDC Equity Awards

As of the Record Date, certain of our directors and executive officers held Company Options, Company RSAs and Company PSU Awards (collectively, the “Company Equity Awards”), as set forth in the tables below.

Company Options

Name	Number of Shares Subject to Company Options (#)	Value of Shares Subject to Company Options ($)	Weighted Average ExercisePrices ($)
Larry A. Mizel	1,665,280	57,700,928	28.35
David D. Mandarich	1,465,280	50,856,928	28.29
Raymond T. Baker	7,500	72,600	53.32
Michael A. Berman	15,000	271,500	44.90
Courtney L. Mizel	16,534	438,482	36.48

Each Company Option held by a director or an executive officer of MDC that is outstanding and unexercised as of immediately prior to the Effective Time will be cancelled and automatically converted into the right to receive an amount in cash, without interest, if any, equal to the product of (A) the excess (if any) of (i) the Merger Consideration over (ii) the exercise price per share of such Company Option, multiplied by (B) the number of shares of MDC Common Stock subject to such Company Option, subject to any required withholding of taxes; provided, however, that any Company Options with respect to which the applicable per share exercise price is greater than the Merger Consideration will be cancelled without consideration. None of our directors or executive officers have been granted any Company Options on or after February 9, 2024. The Company Options set forth in the table above are all fully vested and include 666,600 Company Options and 533,280 Company Options for Messrs. Mizel and Mandarich, respectively, which were unexercisable as of February 9, 2024.

Company RSAs

Name	Number of Shares Subject to Company RSA (#)	Value of Shares Subject to Company RSA ($)
Larry A. Mizel	63,868	4,023,684
David D. Mandarich	63,868	4,023,684
Robert N. Martin	47,338	2,982,294
Michael L. Kaplan	8,531	537,453
Raymond T. Baker	7,552	475,776
Michael A. Berman	7,552	475,776
David E. Blackford	7,552	475,776
Herbert T. Buchwald	7,552	475,776
Rafay Farooqui	7,552	475,776
Courtney L. Mizel	7,552	475,776
Paris G. Reece III	7,552	475,776
David Siegel	7,552	475,776

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Name			Number of Shares Subject to Company RSA (#)			Value of Shares Subject to Company RSA ($)
Janice Sinden			7,552			475,776

Each Company RSA held by a director or executive officer of MDC that is outstanding as of immediately prior to the Effective Time will be fully vested, cancelled and automatically converted into the right to receive an amount in cash, without interest, equal to the product of (A) the aggregate number of shares of MDC Common Stock subject to such Company RSA, multiplied by (B) the Merger Consideration, subject to any required withholding of taxes. All of the RSAs held by the directors will fully vest on March 1, 2024. None of our directors or executive officers have been granted any Company RSAs on or after February 9, 2024.

Company PSU Awards

Name	Number of Shares Subject to Company PSU Awards (at maximum) (#)	Value of Shares Subject to Company PSU Awards ($)
Larry A. Mizel	400,000	25,200,000
David D. Mandarich	360,000	22,680,000
Robert N. Martin	35,000	2,205,000

Each Company PSU Award held by an employee-director or executive officer of MDC that is outstanding as of immediately prior to the Effective Time will be fully vested, cancelled and automatically converted into the right to receive an amount in cash, without interest, equal to the product of (A) the aggregate number of shares of MDC Common Stock subject to such Company PSU Award based on maximum performance, multiplied by (B) the Merger Consideration, subject to any required withholding of taxes. None of our directors or executive officers have been granted any Company PSU Awards on or after February 9, 2024.

Payments Upon Termination At or Following a Change in Control

Our executive officers are eligible to receive severance payments and benefits upon certain terminations of employment, pursuant to their existing employment agreements, Change in Control Agreements and MDC’s broad-based severance practice, as described below.

Messrs. Mizel and Mandarich. Pursuant to their existing employment agreements with the Company, upon a termination by the Company without cause, their resignation for good reason, their death, presumed death or total disability, or their termination of employment by the Company within two years following the Effective Time, Messrs. Mizel and Mandarich would be entitled to the following severance benefits: (i) a lump-sum payment equal to their aggregate salary earned over the 36 months preceding the Effective Time plus three times (or, for Mr. Mandarich, two times) the annual incentive compensation paid for the applicable performance period prior to that in which such termination occurs, (ii) continued lifetime group health insurance coverage (medical, dental and vision coverage for each executive and for each executive’s spouse for the remainder of each executive’s lifetime and, if applicable, coverage for each executive’s spouse for an additional 60 months following each executive’s death or presumed death) and (iii) accelerated vesting of all unvested equity awards (with Company PSU Awards paying out at their original payment timing based on actual performance). As described in more detail below, it is expected that Messrs. Mizel and Mandarich will enter into amended and restated employment agreements with the Company (the “New Employment Agreements”), each to be effective as of the Closing Date and with an initial term ending December 31, 2025 (the “Initial Term”), which will automatically renew for successive one-year periods (each, an “Additional Term”), unless Parent provides 60 days’ advance written notice to such executive of its intent to terminate the New Employment Agreement at the end of the then current term. The New Employment Agreements are expected to provide for a one-time lump-sum cash transaction bonus payment equal to the amount of cash severance that Messrs. Mizel and Mandarich would have otherwise been entitled to receive had there been a qualifying termination of their employment on the Closing Date (based on the severance amounts as calculated on December 31, 2023) in lieu of the cash severance that would have

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been payable under such employment agreements, as described above. The amount of the transaction bonus is $33 million and $21 million for Messrs. Mizel and Mandarich, respectively. This transaction bonus payment will be paid in lieu of the cash severance payment that Messrs. Mizel and Mandarich would have otherwise been paid under their existing employment agreements.

The New Employment Agreements are expected to entitle each of Messrs. Mizel and Mandarich to receive severance payments upon a termination by the Company without cause, upon their death, presumed death or total disability, in each case, to the extent such termination occurs prior to the end of the Initial Term, equal to the base salary and Target Award (defined below) amount such executive would have earned through the remainder of the Initial Term. The New Employment Agreements are also expected to entitle each of Messrs. Mizel and Mandarich to receive severance payments upon a termination by the Company without cause to the extent such termination occurs without 60 days’ prior written notice before the end of an Additional Term, equal to the annual base salary and target award that the executive would have earned through the remainder of the Additional Term and the next successive Additional Term. Upon any termination of employment, Mr. Mizel has the option to purchase, during the 90-day period following such termination, the Company’s aircraft at fair market value. The New Employment Agreements are also expected to provide for a prorated payment of Executive’s annual Target Award (or Maximum Award (defined below), if applicable) in the event Messrs. Mizel and Mandarich voluntarily resign during an Additional Term. The terms of the New Employment Agreements have not yet been finalized and could change from the foregoing description. For the estimated value of the severance and benefits that would be payable to Messrs. Mizel and Mandarich upon any such terminations of employment, please see the section entitled “Golden Parachute Compensation” beginning on page 58 of this Proxy Statement.

Change in Control Agreements. Pursuant to their Change in Control Agreements, Messrs. Martin and Kaplan are entitled to the following severance benefits upon a termination by the Company without cause or their resignation due to a material change in employment on or within two years following a change in control: (i) a lump-sum payment equal to two times the sum of the executive’s base salary and the actual prior year’s bonus (provided that such bonus will be capped at 50% of executive’s base salary); (ii) benefits continuation for 12 months and (iii) accelerated vesting of all unvested equity awards. It is expected that these executives will enter into amendments to their Change in Control Agreements prior to the Effective Time that will provide each executive with (i) a cash transaction bonus, payable at the Effective Time, equal to the cash severance amount they would have otherwise been entitled to receive under their existing Change in Control Agreements had a qualifying termination occurred on or following the completion of the Merger, and (ii) benefits continuation coverage for 12 months following termination. The amount of this cash transaction bonus is $2,550,000 and $1,425,000 for Messrs. Martin and Kaplan, respectively. This cash transaction bonus payment will be paid in lieu of the cash severance amount described in subclause (i) above. The terms of the amended Change in Control Agreement have not yet been finalized and could change from the foregoing description.

For the estimated value of the severance and benefits that would be payable to Messrs. Martin and Kaplan, please see the section entitled “Golden Parachute Compensation” beginning on page 58 of this Proxy Statement.

Following the Effective Time, pursuant to the Company’s broad-based severance practice, upon a termination without cause, each executive officer is expected to be eligible to receive (i) two weeks of base salary for each year of service, with a minimum payment of four weeks of base salary and (ii) a subsidy to cover COBRA expenses for the duration of the applicable severance period, in each case subject to the execution of a release of claims.

Pursuant to their existing employment agreements, Messrs. Mizel and Mandarich are subject to noncompetition and confidentiality covenants, during the course of their employment and for 12 months following the termination of employment for any reason. None of the other named executive officers are subject to restrictive covenants.

Buchwald Retirement Benefit

Mr. Herbert T. Buchwald, lead independent director, is entitled to a retirement benefit in the form of a fee of $32,500 per month for sixty months beginning on the date that he ceases to serve as a director of the Company for any reason other than a termination of service for cause, which payments would cease after November 20, 2026, regardless of the date Mr. Buchwald ceases to serve as a director of the Company. In connection with the Merger, the Company has decided to amend Mr. Buchwald’s retirement benefit such that the benefit will pay out

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in full in an aggregate single lump sum payment of $1,950,000 within the 30-day period before the Effective Time or within the 12-month period following the Effective Time, subject to Mr. Buchwald’s agreement to provide services through the Closing.

Insurance and Indemnification of Directors and Executive Officers

The Merger Agreement provides that, for the six (6) years from and after the Effective Time, Parent shall, or shall cause the Surviving Corporation and its subsidiaries to, indemnify and hold harmless all past and present directors and officers of MDC and its subsidiaries against any costs or expenses, judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, in connection with such persons serving as an officer, director, employee or other agent or fiduciary of MDC or any subsidiary of MDC or of any other person if such service was at the request or for the benefit of MDC or any subsidiary of MDC, to the fullest extent permitted by applicable law and MDC’s organizational documents or the organizational documents of the applicable subsidiary of MDC (as applicable) or any indemnification agreements with such persons in existence on the date of the Merger Agreement.

In addition, without limiting the foregoing, the Merger Agreement requires, for six (6) years after the Effective Time, that Parent shall, or shall cause the Surviving Corporation and its subsidiaries to (i) maintain in effect the provisions in the certificates of incorporation, bylaws, and other similar organizational documents of the Surviving Corporation and its subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in MDC’s organizational documents and the other similar organizational documents of its subsidiaries, as applicable, as of the date of the Merger Agreement and (ii) honor and fulfill, in all respects, the obligations of MDC and its subsidiaries pursuant to any indemnification agreement of MDC or its subsidiary with any past and present directors and officers of MDC and its subsidiaries as in existence on the date of the Merger Agreement, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses, and no such provision shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such past and present directors and officers of MDC and its subsidiaries in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time.

The Merger Agreement also provides that, at or prior to the Effective Time, MDC shall purchase, and for a period of six (6) years after the Effective Time, the Surviving Corporation shall (and Parent will cause the Surviving Corporation to) maintain in effect, a six (6)-year prepaid “tail” policy on terms and conditions providing coverage, retentions, limits and other material terms substantially equivalent to the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by MDC and its subsidiaries with respect to matters arising at or prior to the Effective Time; provided, however, that MDC shall not commit or spend on such “tail” policy, in the aggregate, more than three hundred percent (300%) of the last aggregate annual premium paid by MDC prior to the date of the Merger Agreement for MDC’s current policies of directors’ and officers’ liability insurance and fiduciary liability insurance (the “Base Amount”), and if the cost of such “tail” policy would otherwise exceed the Base Amount, MDC shall be permitted to purchase, and the Surviving Corporation shall (and Parent will cause the Surviving Corporation to) be obligated to, maintain a policy with the greatest coverage available for a cost not exceeding the Base Amount from an insurance carrier with the same or better credit rating as MDC’s directors’ and officers’ liability insurance and fiduciary liability insurance carrier as of the date of the Merger Agreement. MDC shall in good faith cooperate with Parent prior to the Closing with respect to the procurement of such “tail” policy, including with respect to the selection of the broker, available policy price and coverage options.

Additionally, the Merger Agreement provides that in the event Parent or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving company or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in the indemnification provisions of the Merger Agreement discussed here. The rights of the past and present directors and officers of MDC and its subsidiaries (and such person’s heirs and executors) set forth in the indemnifications provisions of the Merger Agreement, shall survive consummation of the Merger and shall not be

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terminated or amended in a manner that is adverse to any directors and officers (and such person’s heirs and executors) without such person’s written consent, and shall be in addition to, and not in substitution for, any other rights that such persons may have pursuant to (i) MDC’s organizational documents, (ii) the organizational documents of any subsidiary of MDC, (iii) any indemnification agreements between such persons and MDC or subsidiary of MDC and (iv) applicable law (whether at law or in equity).

Arrangements with Parent

It is expected that Messrs. Mizel and Mandarich will enter into the New Employment Agreements, to be effective as of immediately prior to the Effective Time, which will provide for the terms of their prospective employment with the Company. The material terms of the New Employment Agreements are expected to consist of the following: (i) continued employment (in their current roles) through the Initial Term, which will automatically renew for Additional Terms, unless Parent provides at least 60 days’ prior written notice of its intention not to renew the term of the New Employment Agreement; (ii) base salary of $1,000,000 and continued benefits during 2024 and 2025 at the same levels in effect prior to the Effective Time; (iii) target annual bonus opportunities of $10,000,000 for Mr. Mizel and $9,000,000 for Mr. Mandarich (each, an annual “Target Award”), subject to achievement of the applicable performance metrics tied to the sell-side model and any amounts earned that are less than or greater than target performance to be determined utilizing straight-line interpolation of achievement of the sell-side model, with a minimum annual award equal to 50% of the Target Award and a maximum annual award equal to 200% (the “Maximum Award”) of the Target Award for calendar years 2024 and 2025 based on level of attainment of the applicable performance goals; (iv) continued plane usage and continuation of the existing airplane lease agreement (or a successor lease agreement) on the existing terms during the period of employment; (v) if either Messrs. Mizel and Mandarich experiences a termination by the Company without cause (including a termination due to death, presumed death or the executive becoming totally disabled, but not including any resignation or retirement) prior to the end of the Initial Term, payment of any accrued but unpaid benefits and cash severance in an amount equal to the aggregate base salary and Target Award that could have been earned had the executive remained employed through the remainder of the Initial Term; (vi) upon any termination of employment, Mr. Mizel has the option to purchase, during the 90-day period following such termination, the Company’s aircraft at fair market value; (vii) continued lifetime group health insurance coverage (medical, dental and vision coverage for each executive and for each executive’s spouse for the remainder of each executive’s lifetime and, if applicable, coverage for each executive’s spouse for an additional 60 months following each executive’s death or presumed death); (viii) continuation of existing expense allowance for Messrs. Mizel and Mandarich relating to their charitable outreach not to exceed $300,000 annually, for the period which Messrs. Mizel and Mandarich remain employed; and (ix) service for each executive on the Board of Directors of the Company for so long as they remain employed with the Company. The New Employment Agreements are also expected to entitle each of Messrs. Mizel and Mandarich to receive severance payments upon a termination by the Company without cause, to the extent such termination occurs without sixty days’ prior written notice before the end of an Additional Term, equal to the annual base salary and Target Award that the executive would have earned through the remainder of the Additional Term and the next successive Additional Term. The New Employment Agreements will also provide for a prorated payment of the executive’s annual Target Award in the event the executive voluntarily resigns during an Additional Term; provided, however, that executive may instead elect to wait until the end of the calendar year to determine if performance would exceed the Target Award for such year, and if higher than the Target Award, the pro-rata amount will be calculated based on such earned amount.

Notwithstanding the foregoing, as of the date of this Proxy Statement, none of our executive officers has entered into any agreement and none of our executive officers, other than Messrs. Mizel and Mandarich, have had any discussions or negotiations, with Parent or any of its affiliates regarding the potential terms of their individual employment arrangements or the right to participate in the equity of Parent or one or more of its affiliates following the consummation of the Merger. Prior to, or following the consummation of, the Merger, however, certain of these other executive officers may have discussions, or may enter into agreements with, Parent, the Company or their respective affiliates regarding employment with, or the right to purchase or participate in the equity of, Parent or one or more of its affiliates after the Effective Time.

Charitable Commitments.

Prior to the Closing Date, Parent agreed to make a one-time cash donation of $22.19 million to the Foundation, which represents the equivalent of a five-year commitment to continue the Company’s long

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history of providing monetary support to local communities through the Foundation. Mr. Mizel and Mr. Mandarich are non-controlling officers and directors of the Foundation, with Mr. Mizel serving as Chairman and Chief Executive Officer and Mr. Mandarich serving as President of the Foundation.

Golden Parachute Compensation

In accordance with Item 402(t) of Regulation S-K promulgated by the SEC, the table below sets forth the compensation that is based on, or otherwise relates to, the Merger that may be paid or become payable to each of our named executive officers in connection with the Merger. Please see the previous portions of this section for further information regarding this compensation. Under the applicable SEC rules, our named executive officers for this purpose are required to consist of the named executive officers for whom executive compensation disclosures were required in MDC’s most recent proxy statement filed with the SEC, who are:

•	Larry A. Mizel, Executive Chairman;

•	David D. Mandarich, President and Chief Executive Officer;

•	Robert N. Martin, Senior Vice President and Chief Financial Officer; and

•	Michael L. Kaplan, Senior Vice President and General Counsel.

The amounts indicated in the table below are estimates of the amounts that would be payable to each named executive officer assuming, solely for purposes of this table, that the Merger is consummated on February 9, 2024, Merger Consideration of $63.00 and, in the case of each named executive officer, that the named executive officer’s employment is terminated due to a qualifying termination, in each case, on such date.

In addition to the assumptions regarding the consummation date of the Merger and the termination of employment, these estimates are based on certain other assumptions that are described in the footnotes accompanying the table below. Accordingly, the ultimate values to be received by a named executive officer in connection with the Merger may differ from the amounts set forth below.

Golden Parachute Compensation

Named Executive Officer	Cash ($)⁽¹⁾	Equity ($)⁽²⁾	Perquisites/ Benefits ($)⁽³⁾	Total ($)
Larry A. Mizel	54,890,710	29,223,684	—	84,114,394
David D. Mandarich	40,890,710	26,703,684	—	67,594,394
Robert N. Martin	3,236,538	5,187,294	33,402	8,457,234
Michael L. Kaplan	1,461,538	537,453	23,806	2,022,797
Rebecca B. Givens⁽⁴⁾	—	—	—	—

(1)

For Messrs. Mizel and Mandarich, this represents the cash value of the payments Messrs. Mizel and Mandarich would be entitled to receive in connection with the Merger, which includes (i) a transaction bonus, payable at the Effective Time based on the severance amount they would have been entitled to receive upon a qualifying termination on the Closing Date (based on the severance amounts as calculated on December 31, 2023) under their existing employment agreements (i.e., $33 million and $21 million, respectively), and (ii) the severance amounts each executive would be entitled to receive under the New Employment Agreements assuming that a qualifying termination occurred immediately following the Effective Time, assuming an effective date of the New Employment Agreements as of February 9, 2024, which is equal to the amount of the base salary and target award that each executive would have been eligible to earn had such executive remained employed through the remainder of the Initial Term (i.e., $21,890,710 and $19,890,710, respectively). For Messrs. Martin and Kaplan, this represents the cash value of the payments Messrs. Martin and Kaplan would be entitled to receive in connection with the Merger, which includes (i) the severance amounts each executive would be entitled to receive under his Change in Control Agreement, which is payable as a transaction bonus at the Effective Time (i.e., $2,550,000 and $1,425,000, respectively) and (ii) the severance amounts each executive would be eligible to receive under the Company’s severance practice (i.e., $686,538 and $36,538, respectively). Each transaction bonus described in the foregoing clause (i) for each Messrs. Mizel, Mandarich, Martin and Kaplan are “single-trigger” payments and each severance entitlement described in the foregoing are

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“double-trigger” payments and would be provided only upon a qualifying termination of employment. For more information, see the section entitled “The Merger—Interests of the Directors and Executive Officers of MDC in the Merger—Payments Upon Termination At or Following a Change in Control” beginning on page 54 of this Proxy Statement.

Named Executive Officer	Transaction Bonus ($)	Severance ($)	Total ($)
Larry A. Mizel	33,000,000	21,890,710	54,890,710
David D. Mandarich	21,000,000	19,890,710	40,890,710
Robert N. Martin	2,550,000	686,538	3,236,538
Michael L. Kaplan	1,425,000	36,538	1,461,538

(2)

The amounts reflected in this column represent the value of the Company PSUs and Company RSAs that at the Effective Time will be fully vested, cancelled and automatically converted into the right to receive an amount in cash based on the Merger Consideration of $63.00 in cash per share (less any applicable exercise price), without interest, subject to any required withholding of taxes. The foregoing equity acceleration amounts are “single-trigger” amounts. This amount does not include the amounts payable in respect of vested Company Options that were not exercisable as of February 9, 2024. For more information, see the section entitled “The Merger—Interests of the Directors and Executive Officers of MDC in the Merger—Treatment and Quantification of MDC Equity Awards” beginning on page 53 of this Proxy Statement.

Named Executive Officer	RSAs	PSUs	Total
Larry A. Mizel	4,023,684	25,200,000	29,223,684
David D. Mandarich	4,023,684	22,680,000	26,703,684
Robert N. Martin	2,982,294	2,205,000	5,187,294
Michael L. Kaplan	537,453	—	537,453

(3)

The amounts reflected in this column represent for Messrs. Martin and Kaplan, the amounts reflected represent the value of benefits continuation coverage for 12 months. Messrs. Mizel and Mandarich are fully vested in the right to receive continued lifetime group health insurance coverage (medical, dental and vision coverage for each executive and for each executive’s spouse for the remainder of each executive’s lifetime and, if applicable, for each named executive officer’s spouse, an additional 60 months of benefits continuation coverage following each named executive officer’s death or presumed death), which benefit they will receive following their termination of employment. The Company will also continue to reimburse expenses for Mr. Mizel relating to his charitable outreach, expenses and dues associated with professional, industry, community and civic organizations, as described in the Company’s previous proxy statement filed with the SEC on March 1, 2023, for the period which Mr. Mizel remains employed by Parent. In addition, upon any termination of employment, Mr. Mizel has the option to purchase, during the 90-day period following such termination, the Company’s aircraft at fair market value. For more information, see the section entitled “The Merger—Interests of the Directors and Executive Officers of MDC in the Merger—Payments Upon Termination At or Following a Change in Control” beginning on page 54 of this Proxy Statement.

(4)	Ms. Givens is our former Senior Vice President and General Counsel, who terminated employment effective as of May 20, 2022 and will not receive any severance payments or benefits in connection with the consummation of the Merger.

Financing of the Merger

The obligation of the Buyer Parties to consummate the Merger is not subject to any financing condition.

We anticipate that the total amount of funds necessary to pay the aggregate Merger Consideration payable to the Company stockholders in the Merger is approximately $4.9 billion in cash.

Guarantee

Pursuant to the Merger Agreement, and subject to the terms and conditions contained therein, Guarantor is guaranteeing the due and punctual payment and performance of each of the covenant, obligation, debt, duty and liability of any nature and however arising (including any unknown, undisclosed, unmatured, unaccrued, unasserted, absolute, contingent, indirect, conditional, derivative, liquidated or unliquidated, joint, several or secondary liability), regardless of whether or not such covenant, obligation, debt, duty or liability is immediately due and payable and regardless of whether or not such liability would be required to be recorded as a liability on a balance sheet prepared in accordance with GAAP, International Financial Reporting Standards (“IFRS”) or such other accounting standards are used by and applicable to Guarantor as of the date of the Merger Agreement (or required to be disclosed in the footnotes thereto under GAAP, IFRS or such other accounting standards) of the Buyer Parties, as applicable, under the Merger Agreement (“Guaranteed Obligations”). Additionally, any

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breach or nonperformance of any such obligations of Merger Sub or Parent (or any of their successors or assigns) shall also be deemed to be a default of Guarantor under the Merger Agreement. The guaranty is a continuing guaranty and accordingly will remain in force until all the Guaranteed Obligations have been performed or satisfied.

Voting Agreement

Closing and Effective Time

The Closing will take place on the fifth business day following the satisfaction or, to the extent permitted by applicable law, waiver of all conditions to the Closing (described below under the section entitled “Terms of the Merger Agreement—Conditions to the Closing of the Merger” beginning on page 80 of this Proxy Statement) (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by applicable law, waiver of those conditions at the Closing) or such other time agreed to in writing by Parent and MDC; provided, that, without the prior written consent of Parent, the Closing will not occur prior to the earlier of (i) the date on which all Governmental Requirements (as defined in the Merger Agreement) have been made or obtained, as applicable, and (ii) the date that is 120 days after the date of the Merger Agreement.

Accounting Treatment

The Merger will be accounted for as a “purchase transaction” for financial accounting purposes.

U.S. Federal Income Tax Consequences of the Merger

The following discussion is a summary of certain U.S. federal income tax consequences of the Merger that may be relevant to U.S. Holders and Non-U.S. Holders (each as defined below) whose shares of MDC Common Stock are converted into the right to receive cash pursuant to the Merger. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated under the Code, court decisions, published positions of the Internal Revenue Service (the “IRS”) and other applicable authorities, all as in effect on the date of this Proxy Statement and all of which are subject to change or to differing interpretations at any time, possibly with retroactive effect. Any such change or differing interpretation could affect the accuracy of the statements and conclusions set forth in this discussion. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax considerations described in this discussion.

This discussion is limited to Company stockholders who hold their shares of MDC Common Stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes). In addition, this summary does not describe any tax consequences arising under the laws of any state, local or foreign jurisdiction and does not consider any aspects of U.S. federal tax law other than income taxation (e.g., estate or gift taxation) or the alternative minimum tax or the Medicare net investment income surtax that may be relevant or applicable to a particular holder in connection with the Merger. For purposes of this discussion, a “holder” means either a U.S. Holder or a Non-U.S. Holder (each as defined below) or both, as the context may require.

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This discussion is for general information purposes only and does not address all of the tax consequences that may be relevant to holders in light of their particular circumstances nor does it address any consequences to holders subject to special rules under U.S. federal income tax law, including, for example:

•	banks or other financial institutions;

•	mutual funds;

•	insurance companies;

•	tax-exempt organizations (including private foundations), governmental agencies, instrumentalities or other governmental organizations;

•	retirement plans or other tax-deferred accounts;

•	S corporations, partnerships or any other entities or arrangements treated as partnerships or pass-through entities for U.S. federal income tax purposes (or investors in such entities or arrangements);

•	controlled foreign corporations, passive foreign investment companies or corporations that accumulate earnings to avoid U.S. federal income tax;

•	dealers or brokers in securities, currencies or commodities;

•	traders in securities that elect to use the mark-to-market method of accounting for their securities;

•	regulated investment companies or real estate investment trusts, or entities subject to the U.S. anti-inversion rules;

•	U.S. expatriates or certain former citizens or long-term residents of the United States;

•	holders that own or have owned (directly, indirectly or constructively) five percent or more of MDC Common Stock (by vote or value);

•	holders holding the shares as part of a hedging, constructive sale or conversion, straddle or other risk reduction transaction;

•	holders subject to special tax accounting rules as a result of any item of gross income with respect to the shares of MDC Common Stock being taken into account in an “applicable financial statement” (as defined in the Code);

•	holders that received their shares of MDC Common Stock in a compensatory transaction, through a tax-qualified retirement plan or pursuant to the exercise of options or warrants;

•	holders that hold their shares of MDC Common Stock through a bank, financial institution or other entity, or a branch thereof, located, organized or resident outside the United States;

•	holders who own an equity interest, actually or constructively, in Parent or the Surviving Corporation following the Merger;

•	holders that do not vote in favor of the Merger and that properly demand appraisal of their shares of MDC Common Stock under Section 262 of the DGCL; or

•	U.S. Holders whose “functional currency” is not the U.S. dollar.

If a partnership (including an entity or arrangement, domestic or non-U.S., treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of MDC Common Stock, then the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partner and the partnership. Partnerships holding shares of MDC Common Stock and partners therein should consult their tax advisors regarding the consequences of the Merger.

No ruling has been or will be sought from the IRS regarding the U.S. federal income tax consequences of the Merger described herein. No assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE LEGAL ADVICE TO ANY HOLDER. IT IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER. HOLDERS SHOULD CONSULT THEIR OWN TAX

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ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES UNDER STATE, LOCAL, NON-U.S. OR OTHER TAX LAWS.

U.S. Holders

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of shares of MDC Common Stock who or that is for U.S. federal income tax purposes:

•	an individual who is a citizen or resident of the United States;

•	a corporation, or other entity taxable as a corporation, created or organized in, or under the laws of, the United States or any state thereof or the District of Columbia;

•	an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

•

a trust (i) that is subject to the primary supervision of a court within the United States and the control of one or more United States persons as defined in Section 7701(a)(30) of the Code or (ii) that has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person as defined in section 7701(a)(30) of the Code.

The receipt of cash by a U.S. Holder in exchange for shares of MDC Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. Such U.S. Holder’s gain or loss generally will be equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the shares surrendered pursuant to the Merger. A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the shares. Such gain or loss generally will be a capital gain or loss and will be a long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one year at the time of the completion of the Merger. A reduced tax rate on capital gain generally will apply to long-term capital gain of a non-corporate U.S. Holder (including individuals). The deductibility of capital losses is subject to limitations. If a U.S. Holder acquired different blocks of common stock at different times or different prices, such U.S. Holder must determine its tax basis, holding period, and gain or loss separately with respect to each block of common stock.

Non-U.S. Holders

For purposes of this discussion, the term “Non-U.S. Holder” means a beneficial owner of MDC Common Stock that is neither a U.S. Holder nor a partnership for U.S. federal income tax purposes.

Subject to the discussion under “Information Reporting and Backup Withholding” below, any gain realized by a Non-U.S. Holder pursuant to the Merger generally will not be subject to U.S. federal income tax unless:

•

the gain is effectively connected with the conduct of a trade or business of such Non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment maintained by such Non-U.S. Holder in the United States), in which case such gain generally will be subject to U.S. federal income tax, net of certain deductions, at rates generally applicable to U.S. persons (unless an applicable income tax treaty provides otherwise), and, if the Non-U.S. Holder is a corporation, such gain may also be subject to an additional “branch profits tax” at a rate of 30% (or a lower rate under an applicable income tax treaty);

•

such Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other specified conditions are met, in which case such gain generally will be subject to U.S. federal income tax at a rate of 30% (or a lower rate under an applicable income tax treaty), which gain may be offset by certain U.S. source capital losses of such Non-U.S. Holder provided such Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses; or

•

shares of MDC Common Stock constitute a United States real property interest (“USRPI”) by reason of MDC’s status as a “United States real property holding corporation” as such term is defined in Section 897(c) of the Code (“USRPHC”), at any time within the shorter of the five-year period preceding the Merger or such Non-U.S. Holder’s holding period with respect to the applicable shares of MDC Common Stock (the “Relevant Period”). Generally, a corporation is a USRPHC if the fair market value of its USRPIs equals or exceeds 50% of the sum of the fair market value of its

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worldwide real property interests plus its other assets used or held for use in a trade or business. We have not determined whether we are or have been a USRPHC at any time during the five-year period preceding the Merger; however, even if we are or have been a USRPHC, so long as shares of MDC Common Stock are treated as regularly traded on an established securities market (for purposes of Section 897(c)(3) of the Code), a Non-U.S. Holder generally will not be subject to U.S. federal income tax on the disposition of shares of MDC Common Stock pursuant to the Merger if the Non-U.S. Holder has not owned directly and has not been deemed to own pursuant to attribution rules more than five percent (5%) of MDC Common Stock at any time during the Relevant Period. If a Non-U.S. Holder exceeds the limits described in the preceding sentence with respect to MDC Common Stock and we are a USRPHC, the Non-U.S. Holder generally will be subject to U.S. federal income tax on its gain at rates applicable to U.S. persons (as described in the first bullet point above), except that the branch profits tax will not apply. If a Non-U.S. Holder is subject to the tax described in the preceding sentences, the Non-U.S. Holder will also be required to file a U.S. federal income tax return with the IRS. Non-U.S. Holders are encouraged to consult their tax advisors regarding the possible consequences to them if we are a USRPHC.

Non-U.S. Holders should consult their tax advisors regarding the tax consequences to them of the Merger.

Information Reporting and Backup Withholding

Information reporting and backup withholding (currently, at a rate of 24 percent) may also apply to the proceeds received by a holder pursuant to the Merger. Backup withholding generally will not apply to (i) a U.S. Holder that furnishes a correct taxpayer identification number and certifies that such holder is not subject to backup withholding on IRS Form W-9 (or a substitute or successor form) or (ii) a Non-U.S. Holder that (a) provides a certification of such Non-U.S. Holder’s foreign status on an applicable IRS Form W-8 (or a substitute or successor form) or (b) otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against the holder’s U.S. federal income tax liability; provided that the holder timely furnishes the required information to the IRS.

Additional Withholding Requirements under the Foreign Account Tax Compliance Act (FATCA)

Sections 1471 through 1474 of the Code, and the U.S. Treasury Regulations and administrative guidance issued thereunder (which we refer to as, collectively, “FATCA”), impose a U.S. federal withholding tax of 30 percent on certain payments made to a “foreign financial institution” (as specially defined under these rules) unless such institution enters into an agreement with the U.S. government to withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding certain U.S. account holders of such institution (which include certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners) or an exemption applies. FATCA also generally imposes a U.S. federal withholding tax of 30 percent on certain payments made to a non-financial foreign entity unless such entity provides the withholding agent a certification identifying certain direct and indirect U.S. owners of the entity or an exemption applies. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Under certain circumstances, a Non-U.S. Holder might be eligible for refunds or credits of such taxes. The U.S. Treasury Department has released proposed regulations which, if finalized in their present form, would eliminate the FATCA withholding applicable to the gross proceeds of a sale or other disposition of MDC Common Stock. In its preamble to such proposed regulations, the U.S. Treasury Department stated that taxpayers generally may rely on the proposed regulations until final regulations are issued. Holders of MDC Common Stock are urged to consult with their tax advisors regarding the possible implications of FATCA on the disposition of MDC Common Stock pursuant to the Merger.

THE FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF U.S. FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO PARTICULAR HOLDERS. IT IS FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE RECEIPT OF CASH FOR THEIR SHARES OF MDC COMMON STOCK PURSUANT TO THE MERGER UNDER ANY U.S. FEDERAL, STATE, FOREIGN, LOCAL OR OTHER TAX LAWS, OR UNDER ANY APPLICABLE INCOME TAX TREATY.

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Regulatory Approvals Required for the Merger

The parties to the Merger Agreement (including, for the avoidance of doubt, Guarantor) have agreed to use (and will cause each of their respective subsidiaries to use) their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties to the Merger Agreement in doing, or causing to be done, all things necessary, proper or advisable under applicable law to consummate the Merger and other transactions contemplated by the Merger Agreement as soon as practicable. Guarantor, Parent and Merger Sub will use (and will cause each of their respective subsidiaries to use) their reasonable best efforts to efforts to take, or cause to be taken, any and all steps necessary or prudent, to avoid or eliminate each and every impediment under any applicable law that may be asserted by any governmental entity or any other person so as to enable the parties to consummate the transactions contemplated by the Merger Agreement, including the Merger, as promptly as practicable, including, among other things, (i) becoming subject to, consenting to, committing to and/or negotiating, proposing, offering, settling, undertaking, agreeing to or otherwise taking any action with respect to, permitting or suffering to exist, any requirement, condition, limitation, understanding, agreement or order to (A) sell, license, lease, assign, transfer, divest, encumber, hold separate, or otherwise dispose of any and all of the share capital or other equity or voting interest, assets, licenses, operations, rights, product lines, business or portion of business of the Company, the Surviving Corporation, Guarantor, Parent, Merger Sub, or any of their respective subsidiaries; and (B) conduct, restrict, operate, invest or otherwise change the assets, licenses, operations, rights, product lines, the business or portion of the business of the Company, the Surviving Corporation, Guarantor, Parent, Merger Sub, or any of their respective subsidiaries; provided that neither Guarantor, Parent and Merger Sub nor any of their respective subsidiaries shall be required to take any of the actions referred to above (1) unless the effectiveness thereof is conditioned on the occurrence of the consummation of the Merger, and (2) if such actions would or would reasonably be expected to, individually or in the aggregate, result in a material adverse effect on (x) MDC and its subsidiaries taken as a whole, (y) Parent, MDC, Merger Sub, and their respective subsidiaries, taken as a whole, or (z) Guarantor and its subsidiaries taken as a whole. Guarantor, Parent and Merger will (and will cause their respective subsidiaries to) oppose fully and vigorously, including by defending through litigation on the merits, any claim asserted in court to avoid entry of, or to have vacated, lifted, reversed, overturned or terminated, any order or judgment (whether temporary, preliminary or permanent) that would prevent the closing of the Merger prior to the Termination Date. Under the HSR Act and the rules promulgated thereunder, the Merger cannot be completed until the Buyer Parties and MDC file a notification and report form with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “DOJ”) under the HSR Act and the applicable waiting period has expired or been terminated. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-calendar day waiting period following the parties’ filing of their respective HSR Act notification forms or the early termination of that waiting period. MDC and the Buyer Parties made the necessary filings with the FTC and the Antitrust Division of the DOJ on January 31, 2024, and the waiting period under the HSR Act is scheduled to expire at 11:59 p.m. Eastern Time on March 1, 2024.

At any time before or after the consummation of the Merger and the other transactions contemplated by the Merger Agreement, notwithstanding the termination of the waiting period under the HSR Act, the FTC or the Antitrust Division of the DOJ could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger and the other transactions contemplated by the Merger Agreement, seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. At any time before or after the completion of the Merger and the other transactions contemplated by the Merger Agreement, and notwithstanding the termination of the waiting period under the HSR Act, any state could take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the Merger and the other transactions contemplated by the Merger Agreement or seeking divestiture of substantial assets of the parties. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

The regulatory efforts and approvals required under the Merger Agreement are further described under the section entitled “Terms of the Merger Agreement—Regulatory Efforts” beginning on page 83 of this Proxy Statement.

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TERMS OF THE MERGER AGREEMENT

The discussion of the terms of the Merger Agreement in this section and elsewhere in this Proxy Statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A to this Proxy Statement and is incorporated into this Proxy Statement by reference. This summary does not purport to be complete and may not contain all of the information about the Merger that is important to you. You are encouraged to read the Merger Agreement carefully and in its entirety as it is the legal document that governs the Merger.

Explanatory Note Regarding the Merger Agreement

The following description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is included as Annex A hereto. The Merger Agreement has been included to provide Company stockholders with information regarding its terms. It is not intended to provide any other factual information about MDC, Parent, Merger Sub, Guarantor or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk among the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to Company stockholders. Company stockholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be reflected in the Company’s public disclosures. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this document and in our filings with the SEC regarding MDC and its business. Please see the section entitled “Where You Can Find More Information” beginning on page 101 of this Proxy Statement.

Effect of the Merger

The Merger Agreement provides that, upon the terms and subject to the conditions of the Merger Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub will be merged with and into MDC. As a result of the Merger, the separate corporate existence of Merger Sub will cease, and MDC will continue as the Surviving Corporation and an indirect wholly owned subsidiary of Parent. The Merger will be effected pursuant to the DGCL and will have the effects set forth in the Merger Agreement and applicable provisions of the DGCL. In addition, MDC Common Stock will be delisted from NYSE and deregistered under the Exchange Act, in each case, in accordance with applicable laws, rules and regulations. Except to the extent required in connection with any Company Notes that remain listed on the NYSE and registered under the Exchange Act following the Closing, MDC will no longer file periodic or other reports with the SEC. There can be no assurances that any series of Company Notes will continue to be listed on the NYSE and registered under the Exchange Act following the Closing. If the Merger is consummated, you will not own any shares of the Surviving Corporation. The Effective Time will occur upon the filing of the Certificate of Merger with, and the acceptance of such filing by, the Secretary of State of the State of Delaware (or at such later time as MDC and the Buyer Parties may agree and specify in the Certificate of Merger).

At the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub will vest in the Surviving Corporation, and all of the debts, liabilities and duties of the Company and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.

Company Notes

Closing and Effective Time

The Closing will take place on the fifth business day after the satisfaction or, to the extent permitted by applicable law, waiver of all of the conditions under the Merger Agreement described in the section entitled

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“Terms of the Merger Agreement—Conditions to the Closing of the Merger” beginning on page 80 of this Proxy Statement (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction, to the extent permitted by applicable law, waiver of those conditions at the Closing), by electronic exchange of deliverables, unless another time, date or place is agreed to in writing by the parties; provided, that, without the prior written consent of Parent, the Closing will not occur prior to the earlier of (i) the date on which all Governmental Requirements (as defined in the Merger Agreement) have been made or obtained, as applicable, and (ii) the date that is 120 days after the date of the Merger Agreement. On the date on which the Closing actually occurs (the “Closing Date”), or on such other date as Parent and the Company may agree to, the parties shall cause a Certificate of Merger, to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed and accepted for record by the Secretary of State of the State of Delaware, or such later date and time as is agreed upon by the parties in writing and specified in the Certificate of Merger).

Directors and Officers; Certificate of Incorporation; Bylaws

At the Effective Time, by virtue of the Merger and without the necessity of further action by the Company or any other Person, the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office, from and after the Effective Time, in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of the Company immediately prior to the Effective Time, from and after the Effective Time, shall be the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. From and after the Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation will be the certificate of incorporation and bylaws, respectively, of Merger Sub, as in effect immediately prior to the Effective Time, until thereafter changed or amended as provided in the certificate of incorporation and by-laws and applicable law, as applicable.

Merger Consideration

MDC Common Stock

Upon the consummation of the Merger, each share of MDC Common Stock outstanding as of immediately prior to the Effective Time (other than shares of MDC Common Stock that are (i) Owned Company Shares, (ii) held by any direct or indirect wholly owned subsidiary of MDC immediately prior to the Effective Time, (iii) Dissenting Company Shares, or (iv) Company RSAs, the treatment of which is described under “Treatment of Company Options, Company RSAs and Company PSU Awards”) will be cancelled and cease to exist and automatically converted into the right to receive cash in an amount equal to the Merger Consideration (or in the case of a lost, stolen or destroyed certificate, upon the delivery of an affidavit (and bond, if required) in accordance with the Merger Agreement). At the Effective Time, each Owned Company Share will automatically be cancelled and cease to exist, and no consideration or payment will be delivered in exchange therefor or in respect thereof, and each share of MDC Common Stock held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock of the Surviving Corporation with an aggregate value immediately after the consummation of the Merger equal to the Merger Consideration. At the Effective Time, each Dissenting Company Share will be cancelled and cease to exist, and the holders of Dissenting Company Shares will only be entitled to the rights granted to them under Section 262 of the DGCL with respect to such Dissenting Company Shares.

After the Merger is completed, Company stockholders will have the right to receive the Merger Consideration, but Company stockholders will no longer have any rights as stockholders of MDC (except that Company stockholders who properly exercise their appraisal rights may have the right to receive payment for the “fair value” of their shares determined pursuant to an appraisal proceeding, as contemplated by Delaware law). For more information, please see the section entitled “Appraisal Rights” beginning on page 93 of the Proxy Statement.

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Outstanding Company Equity Awards

Company Options. At the Effective Time, each Company Option that is outstanding and unexercised, whether vested or unvested, as of immediately prior to the Effective Time will be fully vested, cancelled and automatically converted into the right to receive an amount in cash, without interest, equal to the product of (A) the excess (if any) of (i) the Merger Consideration over (ii) the exercise price per share of such Company Option, multiplied by (B) the number of shares of MDC Common Stock subject to such Company Option, subject to any required withholding of taxes; provided, however, that any Company Options with respect to which the applicable per share exercise price is greater than the Price Per Share will be cancelled without consideration.

Exchange and Payment Procedures

At or prior to the Closing, Parent will designate a nationally recognized bank or trust company reasonably acceptable to MDC to act as the paying agent for the Merger (the “Paying Agent”) and to make payments of the Merger Consideration to Company stockholders. At or prior to the Closing, Parent will deposit (or cause to be deposited) with the Paying Agent an amount of cash in immediately available funds equal to the aggregate Merger Consideration.

As soon as practicable after the Effective Time (and in any event within three (3) business days), Parent and the Surviving Corporation will cause the Paying Agent to mail each holder of record of shares of MDC Common Stock as of immediately prior to the Effective Time (A) a letter of transmittal in customary form (which will specify that delivery will be effected, and risk of loss and title to the certificates representing such shares (the “Certificates”) will pass, only upon delivery of the Certificates to the Paying Agent) and (B) instructions for use in effecting the surrender of the shares of MDC Common Stock represented by the Certificates (or affidavits of loss in lieu of the Certificates) and book-entry shares, as applicable, in exchange for the Merger Consideration.

If any cash deposited with the Paying Agent is not claimed within one (1) year following the Effective Time, such cash will be returned to the Parent or an affiliate thereof designated by Parent, upon demand, and any holders of MDC Common Stock who have not complied with the exchange procedures in the Merger Agreement will thereafter look only to the Parent (subject to abandoned property, escheat or other similar Laws) for payment of the Merger Consideration.

Representations and Warranties

The Merger Agreement contains representations and warranties of the Company, the Buyer Parties, and Guarantor.

Some of the representations and warranties in the Merger Agreement made by MDC are subject to specified exceptions and qualifications contained in the Merger Agreement, including qualifications as to materiality or Company Material Adverse Effect. For purposes of the Merger Agreement, “Company Material Adverse Effect” means, with respect to MDC, any change, effect, development, circumstance, condition, state of facts, event or occurrence (each, an “Effect”) that, individually or in the aggregate, has had or would reasonably be expected to (i) have a material adverse effect on the business, operations, condition (financial or otherwise), properties, assets or liabilities of the Company or its subsidiaries, taken as a whole or (ii) materially delay, impede or prevent the consummation of the transactions contemplated by the Merger Agreement on or before the Outside Date (as

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defined in the Merger Agreement); provided, however, that, with respect to clause (i), no Effects to the extent resulting or arising from the following shall be deemed to constitute a Company Material Adverse Effect or shall be taken into account when determining whether a Company Material Adverse Effect exists or has occurred, or would reasonably be expected to occur:

•

any changes in economic conditions in the United States or any other country, or any changes in local, regional, global or international economic conditions, including (i) any changes affecting financial, debt, credit, foreign exchange or capital market conditions, (ii) changes in interest rates or credit ratings in the United States or any other country, or (iii) changes in exchange rates for the currencies of any country;

•	any changes in conditions in any industry in which the Company and its subsidiaries operate;

•	any changes in political, geopolitical, regulatory or legislative conditions in the United States, any other country or region of the world or any locality or region within the United States;

•	any changes or proposed changes after the date of the Merger Agreement in GAAP or other accounting standards or the enforcement or interpretation thereof or guidance with respect to;

•	any changes or proposed changes after the date of the Merger Agreement in applicable law or the enforcement or interpretation thereof or guidance with respect to;

•

any failure by the Company to meet any internal or published projections, forecasts, budgets, plans, operational metrics, estimates or expectations of the Company’s revenue, earnings or other financial performance or results of operations for any period, in and of itself (it being understood that the facts or occurrences giving rise or contributing to such failure that are not otherwise excluded from this definition of a “Company Material Adverse Effect” may be taken into account);

•

any acts of terrorism or sabotage, war (whether or not declared), the commencement, continuation or escalation of a war, acts of armed hostility, military actions, cyber-attacks, cyber-invasions, cyber-terrorism, cyber-security breaches, weather conditions, natural disasters, acts of God, plagues, epidemics or pandemics or disease outbreaks (including the COVID-19 pandemic) or other force majeure events, including any material worsening of such conditions threatened or existing as of the of the Merger Agreement, including, in each case, the response of any governmental entity;

•

the execution and delivery of the Merger Agreement, the compliance by any party to the Merger Agreement with the terms of the Merger Agreement (including any action taken or refrained from being taken pursuant to or in accordance with the Merger Agreement), the identity of Guarantor, Parent, Merger Sub or any of their respective affiliates, the pendency or consummation of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (including the effect thereof on the relationships with current or prospective customers, suppliers, distributors, partners, financing sources, employees, sales representatives or other third parties), or the public announcement of the Merger Agreement or the transactions contemplated by the Merger Agreement, including any litigation threatened, brought or otherwise arising out of or relating to the Merger Agreement or the transactions contemplated by the Merger Agreement, in each case only to the extent resulting from the execution and delivery of the Merger Agreement, the compliance by any Party with the terms of the Merger Agreement (including any action taken or refrained from being taken pursuant to or in accordance with the Merger Agreement), the identity of Guarantor, Parent, Merger Sub or any of their respective affiliates, the pendency or consummation of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, or the public announcement of the Merger Agreement and the transactions contemplated by the Merger Agreement, as applicable (provided that this clause shall not apply to any representation or warranty to the extent the purpose of such representation or warranty is to address, as applicable, the consequences resulting from the execution and delivery of the Merger Agreement, the pendency or consummation of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement or to address the consequences of litigation);

•	any action or failure to take any action which action or failure to act is requested in writing by or on behalf of Guarantor, Parent or Merger Sub or otherwise expressly required by the Merger Agreement;

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•

any changes in the Company’s stock price or the trading volume of the Company’s shares or any change in the ratings or ratings outlook for the Company or any of its subsidiaries (it being understood that the facts or occurrences giving rise or contributing to such changes that are not otherwise excluded from this definition of a “Company Material Adverse Effect” may be taken into account); and

•	the availability or cost of equity, debt or other financing to Parent or Merger Sub.

Except with respect to the exceptions set forth in bullets 1 - 5 and 7 above, to the extent that such Effect has had a disproportionate adverse effect on the Company or any of its subsidiaries relative to other companies of a similar size operating in the industry in which the Company and its subsidiaries operate, then only the incremental disproportionate adverse impact of such Effect shall be taken into account for the purpose of determining whether a Company Material Adverse Effect exists or has occurred.

In the Merger Agreement, the Company made customary representations and warranties to the Buyer Parties that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

•	due organization, valid existence, good standing and authority and qualification to conduct business with respect to the Company;

•	the capital structure of the Company, as well as the ownership and capital structure of its subsidiaries;

•	the absence of any contract relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any of the Company’s securities;

•	the absence of any undisclosed exchangeable security, option, warrant or other right convertible into shares of capital stock, or other equity or voting interest in the Company or any of the Company’s subsidiaries;

•	the Company’s corporate power and authority to enter into and perform the Merger Agreement, and the enforceability of the Merger Agreement;

•	the necessary approval of the Board;

•	the necessary vote of Company stockholders in connection with the Merger Agreement;

•

the absence of any conflict or violation of any organizational documents of the Company, certain existing contracts of the Company and its subsidiaries, applicable laws to the Company or its subsidiaries or the resulting creation of any lien upon the properties or assets of the Company or its subsidiaries due to the execution and delivery of the Merger Agreement and performance thereof;

•	required consents, approvals and regulatory filings in connection with the Merger Agreement and performance thereof;

•	the accuracy and completeness of the Company’s SEC filings and financial statements;

•	the Company’s disclosure controls and procedures;

•	the Company’s internal accounting controls and procedures;

•	the absence of undisclosed liabilities;

•	the conduct of the business of the Company and its subsidiaries in the ordinary course of business consistent with past practice and the absence of any Company Material Adverse Effect, in each case, since September 30, 2023;

•	the Company’s and its subsidiaries’ compliance with laws and possession of necessary permits;

•	export controls matters and compliance with the anti-corruption laws and the Foreign Corrupt Practices Act of 1977;

•	employee benefit plans;

•	labor matters;

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•	tax matters;

•	litigation matters;

•	trademarks, patents, copyrights and other intellectual property matters;

•	data privacy matters;

•	real property owned or leased by the Company and its subsidiaries;

•	the existence and enforceability of specified categories of the Company’s and its subsidiaries’ material contracts;

•	environmental matters;

•	the Company’s and its subsidiaries’ top suppliers and vendors and any notices from such suppliers and vendors to the Company and its subsidiaries with respect to termination or intent not to renew such supplier’s or vendor’s contract with the Company or its subsidiaries;

•	insurance matters;

•	the absence of untrue statements of material facts (and omissions of the same) in information relating to, and provided by, the Company and its subsidiaries, contained in this Proxy Statement;

•	the rendering of Vestra’s fairness opinion to the Board;

•	the inapplicability of anti-takeover statutes to the Merger;

•	absence of any contract, transactions, arrangements or understandings between the Company or any of its subsidiaries and any affiliate or related person;

•	the nature of the Company’s and its subsidiaries’ business, in not developing “critical technologies” as defined in 31 C.F.R. § 800.215;

•	payment of fees to brokers in connection with the Merger Agreement;

•	matters pertaining to the Company’s and its subsidiaries’ insurance business; and

•	matters pertaining to the Company’s and its subsidiaries’ mortgage business.

In the Merger Agreement, the Buyer Parties made customary representations and warranties to the Company that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

•	due organization, valid existence, good standing and authority and qualification to conduct business with respect to the Buyer Parties and availability of the organizational documents of the Buyer Parties;

•	the Buyer Parties’ authority to enter into and perform the Merger Agreement;

•	the absence of any conflict or violation of the Buyer Parties’ organizational documents, existing contracts, applicable laws or the resulting creation of any lien upon the Buyer Parties’ properties or assets due to the execution and delivery of the Merger Agreement and performance thereof;

•	required consents and regulatory filings in connection with the Merger Agreement and performance thereof;

•	the required consents of holders of voting interests in the Buyer Parties;

•	the absence of certain litigation and orders;

•	the absence of untrue statements of material facts (and omissions of the same) in information relating to, and provided by, Guarantor, Parent and Merger Sub contained in this Proxy Statement;

•	the absence of certain exclusive arrangements with respect to the Merger and the transactions contemplated by the Merger Agreement;

•	the absence of certain stockholder or management arrangements related to the Merger;

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•	the solvency of the Surviving Corporation following the consummation of the Merger and the transactions contemplated by the Merger Agreement;

•	matters with respect to Parent’s debt financing and sufficiency of funds;

•	payment of fees to brokers in connection with the Merger Agreement;

•	ownership of capital stock of MDC;

•	the absence of Merger Sub activity other than as contemplated by the Merger Agreement; and

•	the exclusivity and terms of the representations and warranties made by the Company.

In the Merger Agreement, and solely for the purpose of the guaranty, Guarantor made customary representations and warranties to the Company that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

•	due organization, valid existence, good standing and authority and qualification to conduct business with respect to Guarantor;

•	Guarantor’s authority to enter into and perform its obligations as specified in the Merger Agreement, including the guaranty;

•	the absence of any conflict or violation of Guarantor’s organizational documents, existing contracts, applicable laws or the resulting creation of any lien upon Guarantor’s properties or assets due to the execution and delivery of the Merger Agreement and performance thereof;

•	required consents and regulatory filings in connection with the Merger Agreement and performance thereof;

•	the absence of any required consent of holders of voting interests in Guarantor;

•	ownership of all the outstanding capital stock of Parent free and clear of all Liens;

•	the absence of certain litigation and orders;

•	the solvency of the Surviving Corporation following the consummation of the Merger and the transactions contemplated by the Merger Agreement;

•	matters with respect to Guarantor’s debt financing and sufficiency of funds; and

•	the exclusivity and terms of the representations and warranties made by the Company.

The representations and warranties contained in the Merger Agreement will not survive the consummation of the Merger.

Conduct of Business Pending the Merger

The Merger Agreement provides that, except as set forth in the confidential disclosure letter to the Merger Agreement (including the Charity Commitment), as expressly permitted, expressly contemplated or required by the Merger Agreement, as required by applicable law, or as consented to in writing by Parent (which approval will not be unreasonably withheld, conditioned or delayed), or as undertaken reasonably and in good faith to respond to COVID-19 or any COVID-19 Measures (as defined in the Merger Agreement), between the date of the signing of the Merger Agreement and the Effective Time, the Company (a) will, and will cause each of its subsidiaries to use reasonable best efforts to, conduct its business in all material respects in the ordinary course of business, (b) will, and will cause each of its subsidiaries to, use commercially reasonable efforts to (i) preserve intact its and their material business organizations, goodwill and ongoing businesses, and (ii) preserve its and their present relationships with material suppliers, partners, rating agencies, governmental entities, key employees and other persons with whom it and they have material business relations, and (c) will not and will cause its subsidiaries not to, directly or indirectly:

•	amend, modify, waive, rescind, change or otherwise restate its or their organizational documents;

•	authorize, declare, set aside, make or pay any dividends on or make any distribution with respect to its outstanding shares of capital stock or other equity interests (other than (A) dividends or distributions

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made by any wholly owned subsidiary of the Company to the Company or any other wholly owned subsidiary of the Company and (B) regular quarterly cash dividends payable by the Company in respect of MDC Common Stock in an amount not exceeding $0.55 per share in any fiscal quarter and with declaration date(s), record date(s) and payments date(s) generally consistent with past practice);

•

split, combine, subdivide, reduce or reclassify any of its capital stock or other equity interests, or redeem, purchase or otherwise acquire any of its capital stock or other equity interests, or issue or authorize the issuance of any of its capital stock or other equity interests or any other securities in respect of, in lieu of or in substitution for, its capital stock or other equity interests, except for (A) the acceptance of MDC Common Stock as payment of the exercise price of Company Options or for withholding taxes in respect of Company Equity Awards, (B) any such transaction involving only wholly owned subsidiaries of the Company or (C) any such transaction involving the shares of Class B common stock of Allegiant in the ordinary course of business consistent with past practice and in accordance with applicable insurance law;

•

issue, deliver, grant, sell, pledge, dispose of or encumber, or authorize the issuance, delivery, grant, sale, pledge, disposition or encumbrance of, any shares in the capital stock, voting securities or other equity interest in the Company or its subsidiaries or any securities convertible into or exchangeable or exercisable for any such shares, voting securities or equity interest, or any rights, warrants or options to acquire any such shares, voting securities or equity interest or any “phantom” stock, “phantom” stock rights, stock appreciation rights or stock based performance units or take any action to cause to be exercisable or vested any otherwise unexercisable or unvested Company Equity Award under any existing Company Equity Plan, other than (A) issuances of MDC Common Stock in respect of any exercise of Company Options outstanding on the date of the Merger Agreement or the vesting or settlement of Company Equity Awards outstanding on the date of the Merger Agreement, in all cases in accordance with their respective terms as of the date of the Merger Agreement, (B) sales of MDC Common Stock pursuant to the exercise of Company Options if necessary to effectuate an optionee direction upon exercise or pursuant to the settlement of Company Equity Awards in order to satisfy tax withholding obligations, (C) in connection with the vesting of any Company Equity Awards in accordance with their terms as of the date of the Merger Agreement, (D) transactions solely between the Company and a wholly owned subsidiary of the Company or solely between wholly owned subsidiary of the Company, or (E) issuances of shares of Class B common stock of Allegiant in the ordinary course of business consistent with past practice and in accordance with applicable insurance law;

•

except as required by any Company Benefit Plan (as defined in the Merger Agreement) or required by applicable law, (A) increase or commit to increase the compensation or benefits payable or to become payable to any current or former Service Providers (as defined in the Merger Agreement) (1) whose annual base salary exceeds $250,000 as of the date of the Merger Agreement or (2) whose annual base salary is less than $250,000 as of the date of the Merger Agreement, except in respect of this clause (2) in the ordinary course of business consistent with past practice, (B) grant or commit to grant to any of its current or former Service Providers (1) whose annual base salary as of the date of the Merger Agreement exceeds $250,000 any severance or termination pay or any increase in severance or termination pay or (2) whose annual base salary is less than $250,000 as of the date of the Merger Agreement any severance or termination pay or any increase in severance or termination pay, except in respect of this clause (2) in the ordinary course of business consistent with past practice, (C) pay or award, or commit to pay or award, any bonus or bonus opportunity, retention, change in control or incentive compensation to any of its current or former Service Providers (other than retention payments in the ordinary course of business consistent with past practice (that are not, for the avoidance of doubt, related to the transactions contemplated by the Merger Agreement) payable to any current or former Service Provider whose annual base salary does not exceed $250,000 as of the date of the Merger Agreement), (D) enter into any employment, severance, retention, change in control or similar agreement (excluding offer letters that provide for no severance or change in control benefits) with any of its current or former Service Providers (other than retention payments in the ordinary course of business consistent with past practice (that are not, for the avoidance of doubt, related to the transactions contemplated by the Merger Agreement) payable to any current or former Service Provider whose annual base salary does not exceed $250,000 as of the date of the Merger Agreement),

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(E) establish, adopt, enter into, amend or terminate any Company Benefit Plan except for any amendments to health and welfare plans entered into in the ordinary course of business that would not result in a material increase in annual cost or annual expense (relative to the 2023 annual cost or expense) of maintaining such employee health or welfare benefit plan to the Company, (F) take any action to amend or waive any performance or vesting criteria or accelerate vesting, exercisability or funding under any Company Benefit Plan, (G) terminate the employment of any employee whose annual base salary exceeds $250,000 as of the date of the Merger Agreement, other than for cause, (H) hire any new employees, except for employees whose annual base salary does not exceed $250,000 or (I) provide any funding for any rabbi trust or similar arrangement;

•	(A) terminate, modify, extend, or enter into any Labor Agreement (as defined in the Merger Agreement) or (B) recognize or certify any labor union, labor organization, works council, or group of employees as the bargaining representative for any employees of the Company or its subsidiaries;

•	other than as required by applicable law, waive or release any noncompetition, nonsolicitation, nondisclosure, noninterference, nondisparagement, or other restrictive covenant obligation of any current or former Service Provider whose annual base salary exceeds $250,000;

MARKET PRICES						90

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT						91

APPRAISAL RIGHTS						93

OTHER MATTERS						99

FUTURE STOCKHOLDER PROPOSALS						99

HOUSEHOLDING INFORMATION						100

WHERE YOU CAN FIND MORE INFORMATION						101

MISCELLANEOUS						102

Annex A			Agreement and Plan of Merger			A-1
Annex B			Opinion of Vestra Advisors LLC			B-1