Century Communities, Inc. 10-Q

ITEM 5. OTHER INFORMATION. Indemnification Agreement with Interim Chief Financial Officer Effective as of March 22, 2024, we entered into a standard and customary indemnification agreement with our Interim Chief Financial Officer, J. Scott Dixon, which agreement is in substantially the same form as the indemnification agreement with our other executive officers and directors. Like the other agreements, this agreement requires us to indemnify Mr. 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. We believe these indemnification agreements facilitate our ability to continue to attract and retain qualified individuals to serve as directors and officers. 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. Consulting Agreement with Former Chief Financial Officer 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. Messenger, to assist with the transition of his duties and responsibilities and ensure a seamless transition. Either party may terminate this agreement prior to its expiration at any time and for whatever reason. Under the agreement, we agreed to pay Mr. Messenger a monthly consulting fee of $50,000. 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. 38 Table of Contents Rule 10b5-1 Plan and Non-Rule 10b5-1 Trading Arrangement Adoptions, Terminations, and Modifications 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. ‎ 39 Table of Contents ITEM 6. E XHIBITS. The following exhibits are either filed or furnished herewith or incorporated herein by reference: Item No. Description 3.1 Restated Certificate of Incorporation of Century Communities, Inc. (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. 001-36491)). 3.2 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. 001-36491)). 10.1 Form of Indemnification Agreement between Century Communities, Inc. and Each Director and Executive Officer (filed herewith) 10.2 Consulting Agreement dated as of March 23, 2024 between Century Communities, Inc. and David L. Messenger (filed herewith) 22.1 List of Guarantor Subsidiaries (filed herewith) 31.1 Certification of the Co-Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (filed herewith) 31.2 Certification of the Co-Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (filed herewith) 31.3 Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (filed herewith) 32.1 Certification of the Co-Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith) 32.2 Certification of the Co-Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith) 32.3 Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith) 101.INS Inline XBRL Instance Document (the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document) 101.SCH Inline XBRL Taxonomy Extension Schema Document (filed herewith) 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith) 101.DEF Inline XBRL Taxonomy Definition Linkbase Document (filed herewith) 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document (filed herewith) 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith) 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) ‎ 40 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Century Communities, Inc. Date: April 24, 2024 By: /s/ Dale Francescon Dale Francescon Chairman of the Board and Co-Chief Executive Officer (Co-Principal Executive Officer) Date: April 24, 2024 By: /s/ Robert J. Francescon Robert J. Francescon Co-Chief Executive Officer and President (Co-Principal Executive Officer) Date: April 24, 2024 By: /s/ J. Scott Dixon J. Scott Dixon Interim Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) 41