OTHER INFORMATION.
−Removed: During the three months ended September 30, 2023, none of our directors or “officers” (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “ non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of SEC Regulation S-K.
+Added: Indemnification Agreement with Interim Chief Financial Officer
+Added: Effective as of March 22, 2024, we entered into a standard and customary indemnification agreement with our Interim Chief Financial Officer, J.
+Added: Scott Dixon, which agreement is in substantially the same form as the indemnification agreement with our other executive officers and directors.
+Added: Like the other agreements, this agreement requires us to indemnify Mr.
+Added: Dixon to the fullest extent permitted under Delaware law against liabilities that may arise by reason of his service to us and to advance expenses incurred as a result of any proceeding against him as to which he could be indemnified.
+Added: We believe these indemnification agreements facilitate our ability to continue to attract and retain qualified individuals to serve as directors and officers.
+Added: The foregoing summary of the indemnification agreement is qualified in its entirety by reference to the complete text of the form of indemnification, which is filed as Exhibit 10.1 to this report and incorporated by reference herein.
+Added: Consulting Agreement with Former Chief Financial Officer
+Added: On March 18, 2024 but effective as of March 23, 2024, we entered into a three-month consulting agreement with our former Chief Financial Officer, David L.
+Added: Messenger, to assist with the transition of his duties and responsibilities and ensure a seamless transition.
+Added: Either party may terminate this agreement prior to its expiration at any time and for whatever reason.
+Added: Under the agreement, we agreed to pay Mr.
+Added: Messenger a monthly consulting fee of $50,000.
+Added: The foregoing summary of the consulting agreement is qualified in its entirety by reference to the complete text of the consulting agreement, which is filed as Exhibit 10.2 to this report and incorporated by reference herein.
+Added: Rule 10b5-1 Plan and Non-Rule 10b5-1 Trading Arrangement Adoptions, Terminations, and Modifications
+Added: During the three months ended March 31, 2024, none of our directors or “officers” (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of SEC Regulation S-K.
The following exhibits are either filed or furnished herewith or incorporated herein by reference:
Restated Certificate of Incorporation of Century Communities, Inc.
−Removed: (filed herewith)
+Added: (incorporated by reference to Exhibit 3.1 to Century Communities, Inc.’s Quarterly Report on Form 10-Q for quarter ended September 30, 2023 (File No.
Amended and Restated Bylaws of Century Communities, Inc., effective November 9, 2022 (incorporated by reference to Exhibit 3.1 to Century Communities, Inc.’s Current Report on Form 8-K filed with the SEC on November 10, 2022 (File No.
+Added: Form of Indemnification Agreement between Century Communities, Inc.
+Added: and Each Director and Executive Officer (filed herewith)
+Added: Consulting Agreement dated as of March 23, 2024 between Century Communities, Inc.
+Added: Messenger (filed herewith)
List of Guarantor Subsidiaries (filed herewith)
17 unchanged sentences
Century Communities, Inc.
−Removed: October 25, 2023
+Added: April 24, 2024
/s/ Dale Francescon
2 unchanged sentences
(Co-Principal Executive Officer)
−Removed: October 25, 2023
+Added: April 24, 2024
/s/ Robert J.
1 unchanged sentence
(Co-Principal Executive Officer)
−Removed: October 25, 2023
−Removed: /s/ David Messenger
−Removed: David Messenger
−Removed: Chief Financial Officer
−Removed: (Principal Financial Officer)
−Removed: October 25, 2023
−Removed: Assistant Chief Financial Officer
−Removed: (Principal Accounting Officer)
+Added: April 24, 2024
+Added: Interim Chief Financial Officer
+Added: (Principal Financial Officer and Principal Accounting Officer)
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.