Century Communities Enters Material Definitive Agreement

TL;DR

Century Communities signed a big deal, filing details out now.

AI Summary

On September 3, 2025, Century Communities, Inc. entered into a material definitive agreement. The company also reported other events and filed financial statements and exhibits. The filing details are associated with accession number 0001140361-25-034013.

Why It Matters

This filing indicates a significant new contract or partnership for Century Communities, which could impact its future revenue and operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements can introduce new financial or operational risks depending on the nature of the agreement.

Key Players & Entities

• Century Communities, Inc. (company) — Registrant
• September 3, 2025 (date) — Date of earliest event reported
• 0001140361-25-034013 (accession_number) — Filing accession number
• 8390 East Crescent Parkway, Suite 650 Greenwood Village, Colorado 80111 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share CCS New York Stock Exchan
• $500 million — the sale and issuance by the Company of $500 million aggregate principal amount of its 6.625
• $500 Million — nouncing Pricing of Private Offering of $500 Million of Senior Notes due 2033 On September
• $494 million — eds of the Offering to be approximately $494 million after payment by the Company of the ini
• $500.0 million — ed redemption (the Redemption'') of all $500.0 million aggregate principal amount of its 6.750

Filing Documents

• ny20052972x3_8k.htm (8-K) — 36KB
• ny20052972x3_ex10-1.htm (EX-10.1) — 1118KB
• ny20052972x3_ex99-1.htm (EX-99.1) — 8KB
• ny20052972x3_ex99-1logo01.jpg (GRAPHIC) — 410KB
• 0001140361-25-034013.txt ( ) — 1948KB
• ccs-20250903.xsd (EX-101.SCH) — 4KB
• ccs-20250903_lab.xml (EX-101.LAB) — 21KB
• ccs-20250903_pre.xml (EX-101.PRE) — 16KB
• ny20052972x3_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. On September 3, 2025, Century Communities, Inc. (the "Company") and its subsidiary guarantors party thereto (the "Guarantors") entered into a Purchase Agreement (the "Purchase Agreement") with J.P. Morgan Securities LLC, as representative of the several initial purchasers named in Schedule A thereto (the "Initial Purchasers"). The Purchase Agreement relates to the sale and issuance by the Company of $500 million aggregate principal amount of its 6.625% Senior Notes due 2033 (the "Notes") in a private offering (the "Offering"), exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), to qualified institutional buyers in reliance on Rule 144A under the Securities Act, and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act. The Offering of the Notes is expected to close on September 17, 2025, subject to customary closing conditions. The Purchase Agreement contains customary representations, warranties and covenants by the Company and the Guarantors, and customary closing conditions and termination provisions. Under the terms of the Purchase Agreement, the Company and Guarantors have agreed to indemnify the Initial Purchasers and their controlling persons against certain liabilities or to contribute to payments that the Initial Purchasers may be required to make in respect of those liabilities. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this "8-K") and is incorporated herein by reference.

01

Item 8.01. Other Events. Press Release Announcing Pricing of Private Offering of $500 Million of Senior Notes due 2033 On September 3, 2025, the Company issued a press release announcing the pricing of the Offering of $500 million aggregate principal amount of the Notes. The Notes will bear interest at 6.625% and will be guaranteed on an unsecured senior basis by certain of the Company's current and future subsidiaries, including substantially all of its domestic wholly-owned subsidiaries. The Notes will be sold to investors at a price of 100% of the principal amount thereof. The Offering is expected to close on September 17, 2025, subject to customary closing conditions. The Company expects the aggregate net proceeds of the Offering to be approximately $494 million after payment by the Company of the initial purchasers' discounts and other estimated fees and expenses. The Company intends to use the net proceeds from the Offering, plus cash on hand, to finance the aggregate redemption price to be paid in connection with the Company's previously announced redemption (the Redemption'') of all $500.0 million aggregate principal amount of its 6.750% Senior Notes due 2027 outstanding. The offer and sale of the Notes and the related guarantees have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States or to, or for the benefit of, U.S. persons absent registration under, or an applicable exemption from, the registration requirements of the Securities Act. The Notes will be sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act. A copy of the press release is filed as Exhibit 99.1 to this 8-K and is incorporated herein by reference. 2 This 8-K does not co

Forward-Looking Statements

Forward-Looking Statements This 8-K contains forward-looking statements within the meaning of the federal securities laws, and such statements should not be interpreted to be guarantees of future performance or results. Forward-looking statements are based on the Company's current beliefs or expectations with respect to future events, and are subject to assumptions and unknown risks and uncertainties, many of which are beyond the Company's control, that could cause actual performance or results to differ materially from the beliefs or expectations expressed in or suggested by the forward-looking statements. Forward-looking such forward-looking statements. Please see the Company's most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, and other reports filed with the U.S. Securities Exchange Commission for factors that could cause actual results to differ materially from those expressed in the forward-looking statements.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Purchase Agreement, dated September 3, 2025, among Century Communities, Inc., the Guarantors party thereto, and J.P. Morgan Securities LLC, as representative of the initial purchasers named in Schedule A thereto 99.1 Press release, dated September 3, 2025, announcing pricing of private offering of $500 million of Senior Notes due 2033 104 The cover page from this current report on Form 8-K, formatted in Inline XBRL 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: September 4, 2025 Century Communities, Inc. By: /s/ J. Scott Dixon Name: J. Scott Dixon Title: Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR