LABATON KELLER SUCHAROW LLP ANNOUNCES PROPOSED SETTLEMENT OF STOCKHOLDER CLASS ACTION INVOLVING M.D.C. HOLDINGS, INC.

WILMINGTON, Del., May 1, 2026 /PRNewswire/ -- 

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

SUMMARY NOTICE OF PENDENCY OF STOCKHOLDER CLASS ACTION AND PROPOSED SETTLEMENT, SETTLEMENT HEARING, AND RIGHT TO APPEAR

TO: All record holders and beneficial owners of common stock of M.D.C. Holdings, Inc. ("MDC") whose shares were exchanged for $63.00 per share in cash on April 19, 2024 in connection with the acquisition of MDC by SH Residential Holdings, LLC ("SHRH").

PLEASE READ THIS SUMMARY NOTICE CAREFULLY. YOUR RIGHTS WILL BE AFFECTED BY A CLASS ACTION LAWSUIT PENDING IN THIS COURT.

YOU ARE HEREBY NOTIFIED, pursuant to an Order of the Court of Chancery of the State of Delaware (the "Court"), that the above-captioned stockholder class action (the "Action") is pending in the Court.

YOU ARE ALSO NOTIFIED that Building Trades Pension Fund of Western Pennsylvania ("Plaintiff"), individually and on behalf of the Class, has reached a proposed settlement with defendants Larry Mizel and David Mandarich (together, the "Defendants") for $25,000,000 in cash (the "Settlement"). The terms of the Settlement are stated in the Stipulation and Agreement of Settlement, Compromise, and Release between Plaintiff, Defendants and SHRH, dated March 10, 2026 (the "Stipulation"), a copy of which is available at www.MdcStockholderLitigation.com. If approved by the Court, the Settlement will resolve all claims in the Action as against Defendants.

A hearing (the "Settlement Hearing") will be held on June 18, 2026 at 9:15 a.m. before The Honorable Nathan A. Cook, Vice Chancellor, either in person at the Court of Chancery of the State of Delaware, New Castle County, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801, or remotely by Zoom (in the discretion of the Court), to, among other things: (i) determine whether the Action may be finally maintained as a non-opt-out class action and whether the Class should be finally certified, for purposes of the Settlement, pursuant to Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2); (ii) determine whether Plaintiff may be finally appointed as the representative for the Class and Plaintiff's Counsel finally appointed as counsel for the Class, and whether Plaintiff and Plaintiff's Counsel have adequately represented the interests of the Class in the Action; (iii) determine whether the proposed Settlement on the terms and conditions provided for in the Stipulation is fair, reasonable, and adequate to the Class, and should be approved by the Court; (iv) determine whether a Judgment, substantially in the form attached as Exhibit D to the Stipulation, should be entered dismissing the Action with prejudice as against Defendants; (v) determine whether the proposed Plan of Allocation of the Net Settlement Fund is fair and reasonable, and should therefore be approved; (vi) determine whether the application by Plaintiff's Counsel for an award of attorneys' fees and expenses, and any incentive award to Plaintiff, should be approved; (vii) hear and rule on any objections to the Settlement, the proposed Plan of Allocation, and/or to the application by Plaintiff's Counsel for an award of attorneys' fees and expenses, including any incentive award to Plaintiff; and (viii) consider any other matters that may properly be brought before the Court in connection with the Settlement. Any updates regarding the Settlement Hearing, including any changes to the date or time of the hearing or updates regarding in-person or remote appearances at the hearing, will be posted to the Settlement website, www.MdcStockholderLitigation.com.

If you are a member of the Class, your rights will be affected by the pending Action and the Settlement, and you may be entitled to share in the Net Settlement Fund. If you have not yet received the Notice, you may obtain a copy of the Notice by contacting the Settlement Administrator at MDC Stockholder Litigation, c/o Settlement Administrator, 1650 Arch Street, Suite 2210, Philadelphia, PA 19103. A copy of the Notice can also be downloaded from the Settlement website, www.MdcStockholderLitigation.com.

If the Settlement is approved by the Court and the Effective Date occurs, the Net Settlement Fund will be distributed on a pro rata basis to "Class Members" in accordance with the proposed Plan of Allocation stated in the Notice or such other plan of allocation as is approved by the Court. Under the proposed Plan of Allocation, all Class Members who held or beneficially owned shares of MDC common stock at the Closing on April 19, 2024 and therefore received, or were entitled to receive, the Transaction Consideration for their "Eligible Shares" will be eligible to receive a pro rata payment from the Net Settlement Fund equal to the product of (i) the number of Eligible Shares held by the Class Member and (ii) the "Per-Share Recovery" for the Settlement, which will be determined by dividing the total amount of the Net Settlement Fund by the total number of Eligible Shares. As explained in further detail in the Notice, pursuant to the Plan of Allocation, payments from the Net Settlement Fund to Class Members will be made in the same manner in which Class Members received the Transaction Consideration. Class Members do not have to submit a claim form to receive a payment from the Settlement.

Any objections to the proposed Settlement, the proposed Plan of Allocation, or Plaintiff's counsel's application for an award attorneys' fees and litigation expenses and any incentive award to Plaintiff in connection with the Settlement must be filed with the Register in Chancery in the Court of Chancery of the State of Delaware and delivered to Plaintiff's counsel and Defendants' counsel such that they are received no later than May 28, 2026, in accordance with the instructions set forth in the Notice.

Please do not contact the Court or the Office of the Register in Chancery regarding this notice. All questions about this notice, the proposed Settlement, or your eligibility to participate in the Settlement should be directed to the Settlement Administrator or Plaintiff's counsel.

Requests for the Notice should be made to the Settlement Administrator:

MDC Stockholder Litigation
c/o Settlement Administrator
1650 Arch Street, Suite 2210
Philadelphia, PA 19103
[email protected]

Inquiries, other than requests for the Notice, should be made to Plaintiff's counsel:

Ned Weinberger
Brendan W. Sullivan
LABATON KELLER SUCHAROW LLP
222 Delaware Avenue, Suite 1510
Wilmington, DE 19801
[email protected]
[email protected]

Joel Fleming
Lauren Godles Milgroom
EQUITY LITIGATION GROUP LLP
1 Washington Mall #1307
Boston, MA 02108
[email protected]
[email protected]

BY ORDER OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE

Dated: April 17, 2026

SOURCE Labaton Keller Sucharow LLP