OTHER INFORMATION.
−Removed: Incremental Joinder Agreement to Increase Size of Senior Secured Revolving Credit Facility
−Removed: As previously disclosed, Century Communities, Inc.
−Removed: is party to a Credit Agreement (the “Credit Agreement”) with the lenders party thereto, U.S.
−Removed: Bank National Association, as Administrative Agent, U.S.
−Removed: Bank National Association, BofA Securities, Inc., JPMorgan Chase Bank, N.A., Fifth Third Bank, National Association, and PNC National Association, as Joint Lead Arrangers, Bank of America, N.A., JPMorgan Chase Bank, N.A., and BMO Bank N.A., as Co-Syndication Agents, Fifth Third Bank, National Association, PNC Bank, National Association, and Zions Bancorporation, N.A.
−Removed: dba Vectra Bank Colorado, as Co-Documentation Agents, and U.S.
−Removed: Bank National Association, as Sole Book Runner, which provides for a senior unsecured revolving credit facility of up to $900.0 million (the “Credit Facility”).
−Removed: Also, as previously disclosed, we are entitled to request an increase in the size of the Credit Facility (each, an “Incremental Increase”) by an amount not exceeding $400.0 million, in each case subject to the terms and conditions of the Credit Agreement.
−Removed: On April 22, 2025, pursuant to the terms of the Credit Agreement, we entered into an Incremental Joinder Agreement (the “Joinder Agreement”) to the Credit Agreement with Citizens Bank, N.A.
−Removed: and the lenders party to the Credit Agreement and U.S.
−Removed: Bank National Association, as Administrative Agent, to request an Incremental Commitment thereunder to increase the size of the Credit Facility from $900.0 million to $1.0 billion, and in connection therewith, add Citizens Bank, N.A.
−Removed: as an additional lender thereto (the “Incremental Lender”) and as an additional Joint Lead Arranger thereunder, with the Incremental Lender taking on a $125.0 million commitment thereunder and U.S.
−Removed: Bank, National Association reducing its commitment thereunder by $25.0 million.
−Removed: Except as set forth in the Joinder Agreement, the Credit Agreement remains unchanged and in full force and effect.
−Removed: As with the other lenders under the Credit Agreement and Joint Lead Arrangers thereunder, the Incremental Lender will receive customary compensation to serve in such capacities thereunder.
−Removed: The foregoing description of the Joinder Agreement is a summary of the material terms of such agreement, does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Joinder Agreement, which is filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q and incorporated herein by reference.
Rule 10b5-1 Plan and Non-Rule 10b5-1 Trading Arrangement Adoptions, Terminations, and Modifications
−Removed: During the three months ended March 31, 2025, 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.
+Added: During the three months ended June 30, 2025, 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:
2 unchanged sentences
Amended and Restated Bylaws of Century Communities, Inc., effective January 1, 2025 (incorporated by reference to Exhibit 3.1 to Century Communities, Inc.’s Current Report on Form 8-K filed with the SEC on November 8, 2024 (File No.
−Removed: Form of Employee Performance Share Unit Award Agreement for use with the Century Communities, Inc.
−Removed: 2022 Omnibus Incentive Plan (filed herewith)
Incremental Joinder Agreement, dated as of April 22, 2025, among Citizens Bank, N.A., as Incremental Lender, and each of the signatories to the Credit Agreement, dated as of November 1, 2024, among Century Communities, Inc., the Lenders party thereto and U.S.
−Removed: Bank National Association, as Administrative Agent (filed herewith)
+Added: Bank National Association, as Administrative Agent (incorporated by reference to Exhibit 10.2 to Century Communities, Inc.’s Quarterly Report on Form 10-Q for quarter ended March 31, 2025 (File No.
List of Guarantor Subsidiaries (filed herewith)
17 unchanged sentences
Century Communities, Inc.
−Removed: April 23, 2025
+Added: July 23, 2025
/s/ Dale Francescon
2 unchanged sentences
(Co-Principal Executive Officer)
−Removed: April 23, 2025
+Added: July 23, 2025
/s/ Robert J.
1 unchanged sentence
(Co-Principal Executive Officer)
−Removed: April 23, 2025
+Added: July 23, 2025
Chief Financial Officer
1 unchanged sentence
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.