8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 30, 2021

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(Exact name of registrant as specified in its charter)

(Former name or former address, if changed since last report) Not Applicable

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))

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

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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard Transfer of Listing.

On November 30, 2021, Green Brick Partners, Inc. (the “Company”) announced that it notified the Nasdaq Stock Market LLC (“Nasdaq”) of its intention to voluntarily withdraw the listing of its common stock, par value $0.01 per share (the “Common Stock”) from the Nasdaq and transfer the listing to the New York Stock Exchange (the “NYSE”), effective on or about December 13, 2021. The Company expects that the listing and trading of its Common Stock on the Nasdaq will end at market close on or about December 10, 2021, and that trading on the NYSE will begin on or about December 13, 2021.

The Common Stock have been approved for listing on the NYSE, where they will continue to trade under the current symbol GRBK.

Item 7.01 Regulation FD Disclosure.

On November 30, 2021, the Company issued a press release attached hereto as Exhibit 99.1 in connection with the transfer of its Common Stock to the NYSE.

The information in this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the 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, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

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 hereunto duly authorized.

Date:    November 30, 2021

Document

FOR IMMEDIATE RELEASE

Green Brick Partners, Inc. Announces Transfer to the New York Stock Exchange

PLANO, TEXAS, November 30th, 2021 – Green Brick Partners, Inc. (the “Company” or “Green Brick”), Fortune Magazine’s top 20 fastest growing company of 2021 and its fastest growing public homebuilder, announced today that it will transfer the listing of its common stock from the Nasdaq Stock Market to the New York Stock Exchange (“NYSE”). The Company anticipates commencing trading as a NYSE-listed company at market open on Monday, December 13, 2021.

Green Brick Partners’ common stock will continue trading under the ticker symbol "GRBK" after the transfer, and the Company will continue to trade on the Nasdaq until the transfer is completed.

“We are pleased to join the NYSE, the preferred exchange for our industry, as we move to increase our visibility in the investment community,” said Richard Costello, Chief Financial Officer of Green Brick Partners. “NYSE’s unique market model and world-class services will be integral in delivering on our continued commitment to bringing long-term value for our shareholders.”

The NYSE is home to many leading companies including 72% of the Fortune 500, and 93% of all homebuilders and building materials firms.

“We are excited to welcome Green Brick Partners to the NYSE community of icons and disruptors,” said John Tuttle, Vice Chairman and Chief Commercial Officer, NYSE Group.

The transfer is expected to be seamless for the Company’s investors and shareholders, and no action is required on their part.

About Green Brick Partners, Inc.

Green Brick Partners, Inc. is a diversified homebuilding and land development company. Green Brick owns five subsidiary homebuilders in Dallas, Texas (CB JENI Homes, Normandy Homes, Southgate Homes, Trophy Signature Homes, and a 90% interest in Centre Living Homes), as well as a controlling interest in a homebuilder in Atlanta, Georgia (The Providence Group) and an 80% interest in a homebuilder in Port St. Lucie, Florida (GHO Homes). Green Brick also owns a noncontrolling interest in Challenger Homes in Colorado Springs, Colorado, and retains interests in related financial services platforms, including Green Brick Title, Green Brick Mortgage, and BHome Mortgage. The Company is engaged in all aspects of the homebuilding process, including land acquisition and development, entitlements, design, construction, marketing, and sales for its residential neighborhoods and master-planned communities. For more information about Green Brick Partners Inc.’s subsidiary homebuilders, please visit greenbrickpartners.com/homebuilders.

Investor Relations Contact: Richard A. Costello

Chief Financial Officer

(469) 573-6755

Green Brick Partners | 2805 Dallas Parkway, Suite 400 Plano, TX 75093 | www.greenbrickpartners.com