SEKISUI HOUSE U.S., INC. 8-K

What Happened

• SEKISUI HOUSE U.S., INC. filed an 8‑K on Jan 5, 2026 reporting that SH Residential Holdings, LLC (the Company’s sole stockholder) contributed to the Company, for no consideration, its wholly owned subsidiaries Chesmar Homes, LLC and Holt Group Holdings, LLC on Jan 1, 2026. Chesmar and Holt are homebuilders operating in Texas, Oregon and Washington. For the nine months ended Sept. 30, 2025, the combined standalone revenues of Chesmar and Holt were $1.10 billion and combined standalone net assets were $959.9 million as of Sept. 30, 2025.
• The filing also reports board changes: effective Dec. 31, 2025, directors Satoshi Yoshimura and George C. Yeonas departed. Effective Jan. 1, 2026, the Board appointed Jennifer Whip, David Barclay, Yoshiyuki Kamiya and Shigeki Enomoto. The Board determined Mrs. Whip and Mr. Barclay are independent and “financially literate.” No material compensation or arrangements were disclosed in connection with the appointments.

Key Details

• Contribution date: January 1, 2026; filing date: January 5, 2026.
• Chesmar + Holt combined standalone revenue (9 months ended Sept. 30, 2025): $1.10 billion.
• Chesmar + Holt combined standalone net assets (as of Sept. 30, 2025): $959.9 million.
• Board turnover: Yoshimura and Yeonas departed (Dec. 31, 2025); Whip, Barclay, Kamiya and Enomoto appointed (Jan. 1, 2026). No committee assignments or material compensation reported.

Why It Matters

• The contribution brings two significant homebuilding businesses and substantial revenue and asset base onto SEKISUI HOUSE U.S.’s balance sheet, which could materially change the Company’s scale and operations going forward.
• Governance changed immediately with two long‑standing directors leaving and four new directors joining; two appointees were designated independent and financially literate, which matters for investor oversight.
• The Company notes it is filing voluntarily and is no longer required to file regular reports with the SEC (it has no class of securities registered under Sections 12 or 15(d) of the Exchange Act), so future public disclosures may be limited. Investors should consider this when seeking ongoing SEC filings or public financial updates.