ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT



On January 6, 2021, M.D.C. Holdings, Inc. (the "Company") and certain of its
subsidiaries entered into an Underwriting Agreement with Citigroup Global
Markets Inc., U.S. Bancorp Investments, Inc. and Truist Securities, Inc., as
representatives (the "Representatives") of the underwriters named therein, in
connection with the offering and sale of an aggregate principal amount of $350
million of 2.500% Senior Notes due 2031 (the "Notes"). The offering is being
made pursuant to the Company's registration statement on Form S-3 (Registration
No. 333-232327), as supplemented by the prospectus supplement dated January 6,
2021.

The Underwriting Agreement contains customary representations, warranties and
agreements by the Company, and customary conditions to closing, indemnification
obligations of the Company and the underwriters, including for liabilities under
the Securities Act of 1933, other obligations of the parties and termination
provisions. The foregoing description of the Underwriting Agreement does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and
incorporated by reference herein.

The Company expects to receive net proceeds, after the underwriting discount and
estimated offering expenses, of approximately $346.9 million. The offering of
the Notes is expected to close on January 11, 2021.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS



(d)   Exhibits

Exhibit Number                   Description

1.1                                Underwriting Agreement dated as of

January 6 , 2021, by and


                                 among the Company, certain of its

subsidiaries as guarantors, and

Citigroup Global Markets Inc.    ,

U.S. Bancorp Investments, Inc.


                                   and Truist Securities, Inc.    , as representatives of the
                                 underwriters named therein

99.1                               Press Release dated January     6    , 2021

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

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