UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 2326, 2021

The New Home Company Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-36283	~~001~~27-~~36283~~0560089	~~27-0560089~~
(State or other jurisdictionof incorporation)		(CommissionFile Number)	(IRS EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
6730 N Scottsdale Rd., Suite 290, Scottsdale, Arizona		85253
(Address of principal executive offices)		(Zip Code)
	(602) 767-1426
Registrant’s telephone number, including area code

6730 N Scottsdale Rd., Suite 290, Scottsdale, Arizona		85253
(Address of principal executive offices)		(Zip Code)

(602) 767-1426

Registrant’s telephone number, including area code

Not Applicable

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

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ 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))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ 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)	~~TradingSymbol(s)~~Name of each exchange on which registered		~~Name of each exchangeon which registered~~
Common Stock, $0.01 par value	NWHM	~~NWHM~~New York Stock Exchange		~~New York Stock Exchange~~

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

Emerging growth company

☐

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 72.0102 ~~Regulation~~Results FDof ~~Disclosure.~~Operations and Financial Condition

On July 23 26, 2021, The New Home Company Inc., ~~a Delaware corporation~~ (the “Company”), ~~issued~~disclosed aselected ~~joint~~preliminary ~~press~~financial ~~release~~information ~~announcing~~for the ~~entry~~second ~~into~~quarter anended ~~Agreement~~June ~~and~~30, ~~Plan~~2021. ofA ~~Merger~~copy byof ~~and among~~ the Company,’s ~~Newport~~press ~~Holdings,~~release ~~LLC,~~announcing athese ~~Delaware~~selected ~~limited~~preliminary ~~liability~~financial ~~company~~results ~~(“Parent”), and which~~ is ~~controlled~~attached byas ~~certain~~Exhibit ~~equity funds managed by Apollo Management IX, L~~99.~~P.,~~1 ~~and~~to ~~Newport~~this ~~Merger~~Current ~~Sub,~~Report ~~Inc.,~~on aForm ~~Delaware~~8-K ~~corporation~~ and ~~wholly owned subsidiary of Parent (“Merger Sub”). A copy of the Press Release~~ is ~~attached hereto as Exhibit 99.1 and~~ incorporated herein by reference.

The information ~~contained~~furnished inpursuant to this Item 72.0102, ~~and~~including inthe ~~Exhibit~~exhibits ~~99.1~~attached ofhereto, ~~this Report~~ shall not be deemed “to be "filed”" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (~~the~~ “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any ~~filing~~filings under the Securities Act of 1933, as amended, or the Exchange Act. In addition, ~~except~~the press release furnished as ~~expressly~~an ~~set~~exhibit ~~forth~~to bythis ~~specific~~report ~~reference~~includes in“forward-looking ~~such~~statements” ~~filing.~~within the meaning of the Private Securities Litigation Reform Act of 1995.

~~FORWARD-LOOKING~~Item ~~STATEMENTS~~7.01 Regulation FD Disclosure

~~This~~Item document includes forward-looking statements which reflect management’s current views and estimates regarding the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction, among other matters2.02 The words “anticipate”, “assume”, “believe”, “continue”, “could”, “estimate”, “expect”, “forecast”, “future”, “guidance”, “imply”, “intend”, “may”, “outlook”, “plan”, “potential”, “predict”, “project”, and similar terms and phrases are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The Company cannot assure investors that future developments affecting the Company will be those that it has anticipated. Actual results may differ materially from these expectations due to uncertainties related to the timing and expected financing of ~~the~~this ~~tender~~Current offer and the merger; uncertainty surrounding how many of the Company’s stockholders will tender their shares in the tender offer; the possibility that any or all of the various conditions to the consummation of the tender offer, including the failure to receive required regulatory approvals from any applicable governmental entities, may not be satisfied or waived in a timely manner, if at all; the possibility of business disruptions due to transaction-related uncertainty; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; and other risks and uncertainties including those identified under the heading “Risk Factors” in the Company’s most recent Annual Report on Form 108-K and Quarterly Reports on Form 10-Q, each of which are filed with the Securities and Exchange Commission (“SEC”) and available at www.sec.gov, and other filings that the Company may make with the SEC in the future. If one or more of these risks or uncertainties materialize, or if any of the Company’s assumptions prove incorrect, the Company’s actual results may vary in material respects from those projected in these forward-looking statements. Any forward-looking statement made by the Company in this document speaks only as of the date hereof. Factors or events that could cause the Company’s actual results to differ may emerge from time to time, and it is ~~not~~incorporated ~~possible~~herein for the Company to predict all of them. The Company does not undertake and specifically disclaims any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by ~~any applicable securities laws~~reference.

~~IMPORTANT~~The ~~ADDITIONAL~~information ~~INFORMATION~~in ~~AND~~this ~~WHERE~~Report TO(including ~~FIND~~Exhibit IT99.1) is furnished pursuant to Item 7.01 and shall not be deemed "filed" for purposes of the Exchange Act or otherwise subject to the liabilities of the Exchange Act. The information in this Report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

~~The~~Item tender offer for the outstanding shares of common stock of the Company has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of the Company’s common stock. The solicitation and offer to buy shares of the Company’s common stock will only be made pursuant to the tender offer materials that Merger Sub intends to file with the U.S. Securities and Exchange Commission (the “SEC”). At the time the tender offer is commenced, Merger Sub will file a tender offer statement on Schedule TO with the SEC, and the Company will file a solicitation/recommendation statement on Schedule 14D-9 ~~with respect to the tender offer~~.01 ~~THE~~Financial ~~COMPANY’S~~Statements STOCKHOLDERS ARE ADVISED TO READ THE SCHEDULE TO (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO. Both the tender offer statement and ~~the solicitation/recommendation statement will be mailed to ’the Company’s stockholders free of charge~~Exhibits. Investors and stockholders may obtain free copies of the Schedule TO and Schedule 14D-9, as each may be amended or supplemented from time to time, and other documents filed by the parties (when available) at the SEC’s web site at www.sec.gov, by contacting ’the Company’s Investor Relations either by telephone at (949) 382-7838, e-mail at investorrelations@nwhm.com or on ’the Company’s website at www.NWHM.com.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

ExhibitNo.		Description
	99.1	Press Release dated July 26, 2021.
99.1		Press Release, dated July 23, 2021
	104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~SIGNATURE~~ SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 23, 2021

Date: July 26, 2021

	The New Home Company Inc.

	By	/s/ John M. Stephens
		John M. Stephens, Executive Vice President and Chief Financial Officer

~~THE~~INDEX ~~NEW~~OF ~~HOME COMPANY, INC. By: /s/ Leonard Miller Name: Leonard Miller Title: President and Chief Executive Officer~~EXHIBITS

Exhibit No.	Description of Document

99.1	Press Release dated July 26, 2021.

104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

Filing Compare · New Home Co Inc.