VIDLER WATER RESOURCES, INC. : Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

Item 2.01 Completion of Acquisition or Disposition of Assets.

As described in the Introductory Note above, on May 25, 2022, Purchaser irrevocably accepted for payment all Shares validly tendered and not withdrawn pursuant to the Offer on or prior to the expiration of the Offer. On May 25, 2022, the Merger was completed pursuant to Section 251(h) of the DGCL, with no vote of the Company's stockholders required to consummate the Merger. Upon the consummation of the Merger, the Company became a wholly-owned subsidiary of Parent.

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The aggregate consideration paid in the Offer and Merger for all outstanding Shares, was approximately $288,223,110.00, which was funded from Parent's cash on hand.

The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

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

In connection with the consummation of the Merger, the Company (i) notified the Nasdaq Stock Market LLC ("Nasdaq") of the consummation of the Merger and (ii) requested that Nasdaq (x) halt and suspend trading in the Shares as of the close of business on May 24, 2022 and (y) file with the SEC a Notification of Removal from Listing and/or Registration on Form 25 to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Additionally, the Company intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 under the Exchange Act, requesting that the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended and the Common Stock be deregistered under Section 12(b) of the Exchange Act, at the time such filing is permitted under SEC rules.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and under Items 2.01, 3.01, and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01 Changes in Control of Registrant.

As a result of Purchaser's acceptance for payment of all Shares that were validly tendered and not validly withdrawn pursuant to the Offer, a change in control of the Company occurred.

The information set forth in the Introductory Note and under Items 2.01, 5.02, and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On May 25, 2022, in connection with the Merger, Dorothy A. Timian-Palmer, Eric H. Speron, Maxim C.W. Webb and Nicole L. Weymouth each resigned from his or her position as a member of the Company board of directors, effective immediately. These departures were not a result of any disagreements with the Company on any matter relating to the Company's operations, policies, or practices. On May 25, 2022, Donald R. Horton was appointed as the sole director of the Company, effective immediately.

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company's certificate of incorporation and bylaws were each amended and restated in their entirety. Copies of the amended and restated certificate of incorporation and amended and restated bylaws are attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number        Description of Exhibit

2.1                     Agreement and Plan of Merger, dated as of April 13, 2022, by
                      and among Vidler Water Resources, Inc., D.R. Horton, Inc. and
                      Potable Merger Sub, Inc. (incorporated by reference to Exhibit
                      2.1 to the Company's Current Report on Form 8-K filed on
                      April 14, 2022)*

3.1                     Amended and Restated Certificate of Incorporation of Vidler
                      Water Resources, Inc.

3.2                     Amended and Restated Bylaws of Vidler Water Resources, Inc.


104                   Cover Page Interactive Data File (embedded within the Inline
                      XBRL document)

* The Company will furnish supplementally a copy of any omitted schedule or

exhibit to the SEC upon request; provided, however, that the Company may

request confidential treatment pursuant to Rule 24b-2 of the Securities

Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.

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