This Amendment No. 1 (this Amendment) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, this Schedule 14D-9) filed by The New Home
Company Inc., a Delaware corporation (New Home or the Company), with the United States Securities and Exchange Commission (the SEC) on August 10, 2021, relating to the tender offer (the
Offer) by Newport Merger Sub, Inc., a Delaware corporation (Purchaser) and a wholly owned, direct subsidiary of Newport Holdings, LLC, a Delaware limited liability company (Parent), to
purchase all of the outstanding shares of common stock, par value $0.01 per share, of the Company (the Shares), at a purchase price per Share of $9.00, in cash, net to the holder thereof, without interest thereon and less any
applicable tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 10, 2021 (as amended or supplemented from time to time, the Offer to Purchase), and in the related
Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, constitute the Offer). The Offer is described in a Tender Offer Statement on Schedule TO (as amended or
supplemented from time to time, the Schedule TO) filed by Parent and Purchaser with the SEC on August 10, 2021. The Offer to Purchase and Letter of Transmittal are filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to
the Schedule 14D-9 and are incorporated herein by reference.
Except to the extent specifically provided in this
Amendment, the information set forth in this Schedule 14D-9 remains unchanged. Capitalized terms used, but not otherwise defined, in this Amendment shall have the meanings ascribed to them in this Schedule 14D-9. This Amendment is being filed to reflect certain updates as reflected below.
Explanatory Note:
This supplemental information should be read in conjunction with the Schedule 14D-9 in its entirety. The Company
believes that no supplemental disclosure is required under applicable laws and that the Schedule 14D-9 disclosed all material information required to be disclosed therein. However, to avoid the risk that
lawsuits may delay or otherwise adversely affect the Offer and to minimize the expense of defending such actions, without admitting any liability or wrongdoing, the Company wishes to voluntarily make certain supplemental disclosures related to the
Offer, all of which are set forth below and should be read in conjunction with the Schedule 14D-9. Nothing in these supplemental disclosures shall be deemed an admission of the legal necessity or materiality
under applicable laws of any of the disclosures set forth herein. Paragraph and page references used herein refer to the Schedule 14D-9 before any additions or deletions resulting from this supplemental
information. Unless stated otherwise, the new text in the supplemental information is bolded and underlined and any deleted text is bolded and denoted with a strikethrough to highlight the supplemental information being disclosed.
Item 4. The Solicitation or Recommendation.
Item 4 of the Schedule 14D-9 is hereby amended and supplemented as follows:
The sixth paragraph under the heading entitled Item 4. The Solicitation or RecommendationBackground and Reasons for the Company Boards
RecommendationBackground of the Offer on page 14 of the Schedule 14D-9 is amended and supplemented as follows:
On October 28, 2020, the Company completed the sale of $250.0 million in aggregate principal amount of 7.25% Senior Notes due 2025
(the Senior Notes), the proceeds of which were used to refinance its existing senior notes. On February 24, 2021, the Company completed a sale of an additional $35.0 million in aggregate principal amount of the Senior
Notes at an offering price of 103.25%. In addition, consistent with the Companys strategic initiatives, during the fourth quarter of 2020, TNHC Russell Ranch LLC, one of the Companys land development joint ventures in
Folsom, California, sold its remaining developable lots to a third-party buyer (which was unaffiliated with Management IX or any other potential buyer in the strategic process).
The twelfth paragraph under the heading entitled Item 4. The Solicitation or RecommendationBackground and Reasons for the Company
Boards RecommendationBackground of the Offer on page 15 of the Schedule 14D-9 is amended and supplemented as follows:
On May 2, 2021, the Board approved the formation of the transaction committee (the Transaction Committee) of the Board,
which was created to identify, evaluate, negotiate and ultimately recommend to the full Board any potential strategic transaction involving a change of control of the Company. The Transaction Committee was comprised of three disinterested
Board members: Messrs. Berchtold, Heeschen and Webb, with Mr. Berchtold serving as the chairperson.