mdc-20260201


Delaware	1-8951	84-0622967
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. employer identification no.)

4350 South Monaco Street, Suite 500, Denver, Colorado 80237


			(Address of principal executive offices) (Zip code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

(b) Effective February 1, 2026, Toru Tsuji will no longer be a director of the Company. At the time of the departures, Mr. Tsuji served as a member of the Compensation Committee and as the Chair of the Company’s Board of Directors (the “Board”).

(d) Effective February 1, 2026, the Board appointed Masakatsu Yoshida as a director of the Company. There is no arrangement or understanding between Mr. Yoshida and the Company or any other person pursuant to which they were appointed as a director. Mr. Yoshida does not have a relationship or interest requiring disclosure under Item 404(a) of Regulation S-K. Mr. Yoshida has not yet been appointed to any committees of the Board. There is no material compensation in connection with the appointment.

(d) Effective February 1, 2026, the Board appointed Toru Ishii as the Chair of the Board. There is no material compensation in connection with the appointment.

The Company is filing this Current Report on Form 8-K on a voluntary basis to disclose the events reported herein. The Company no longer has an obligation to file reports with the Securities and Exchange Commission ("SEC") as it no longer has any class of securities registered under Sections 12(b), 12(g) or 15(d) of the Securities Exchange Act of 1934. The Company, in its sole discretion, may stop making filings with the SEC at any time and no assumptions should be made as to continued reporting with the SEC.

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.

SEKISUI HOUSE U.S., INC.

Dated:

February 5, 2026

By:

/s/ Theodore Sangalis

Theodore Sangalis

Vice President, Secretary and Corporate Counsel


Exhibit Number						Description

104						Cover Page Interactive Data file (formatted in Inline XBRL)


			(Former name or former address, if changed since last report)


			(Exact name of registrant as specified in its charter)