Landsea Homes Corp SEC Filings

Landsea Homes Corporation (LSEA) – Form 4 insider filing details the final equity disposition by director Susan E. Lattmann in connection with the company’s cash-sale to Lido Holdco, Inc. The filing confirms two sequential transactions tied to the closing mechanics of the May 12, 2025 merger agreement:

• 06/24/2025 – Tender offer: Lattmann tendered 14,566 common shares to Lido Merger Sub at the agreed $11.30 per-share offer price.
• 06/25/2025 – Merger close: Her remaining 5,888 unvested RSUs were cancelled and converted to cash at the same $11.30 rate, leaving zero shares outstanding under her beneficial ownership.

The Form 4 uses transaction code “U” for the tendered shares and “D” for the final cancellation. All dispositions were executed solely for cash; no derivative positions remain. The disclosure signals that the transaction has reached its effective time, that equity awards have been cashed out, and that LSEA’s public equity structure has been extinguished as contemplated in the merger agreement.

For shareholders, the filing corroborates payout terms—$11.30 per share—and indicates that insiders have received identical consideration. No ongoing ownership or voting power persists, confirming the company’s transition to private ownership under Lido Holdco.

Form 4 snapshot: Director Rajinder Singh reported the final disposition of his equity in Landsea Homes Corp. (ticker LSEA) on 06/25/2025.

Why it was filed: The filing reflects the closing of the previously announced Agreement and Plan of Merger (signed 05/12/2025) in which Lido Holdco, Inc. acquired Landsea Homes. Under the merger terms, every outstanding share—whether held outright or underlying restricted stock units (RSUs)—was cancelled and converted into the right to receive $11.30 in cash per share.

Key facts from the filing:

• Securities affected: 7,153 unvested RSUs (reported as common stock for Section 16 purposes).
• Transaction code: D (disposition).
• Effective date: 06/25/2025 (same day as merger close).
• Price disclosed: RSUs converted at the merger consideration of $11.30; no open-market price shown.
• Post-transaction holdings: 0 shares; Singh no longer has a reportable equity position.

Investor take-away: While routine from an insider-reporting standpoint, the Form 4 is a public confirmation that the cash-out merger has consummated, all public shares have been cancelled, and Landsea Homes stockholders—including insiders—have received the $11.30 cash consideration. The company is expected to cease trading as a public entity following the transaction.

Form 4 highlights the disposition of Landsea Homes Corporation (LSEA) common stock by Chief Operating Officer Michael Forsum in connection with the company’s pending acquisition by Lido Holdco, Inc.

• On 06/24/2025 Forsum tendered 406,715 shares of LSEA common stock to Lido Merger Sub, Inc. at the cash Offer Price of $11.30 per share established in the May 12, 2025 Agreement and Plan of Merger.
• His Form 4 shows 200,578 of those shares were unvested RSUs; they were reported as directly owned before the transaction.

• On 06/25/2025 – the merger closing date defined in the filing – all remaining LSEA shares and RSUs held by the executive were cancelled and converted into the right to receive the same $11.30 cash consideration ("Merger Consideration").
• After the conversion, Forsum reports zero shares or derivative securities beneficially owned, indicating full exit of his equity position.

No derivative securities (options, warrants, or similar) were reported, and the filing does not disclose any price differential or premium relative to market value.

Investor takeaway: The insider’s complete tender and cancellation confirm that key closing conditions of the cash acquisition have been met, signalling imminent completion of the Lido Holdco transaction and providing a clear cash-out value of $11.30 for common stock and related RSUs.

Form 4 filing overview: General Counsel Catharine Kelly Rentzel of Landsea Homes Corp. (LSEA) reported two transactions tied to the company’s pending acquisition by Lido Holdco, Inc. and its subsidiary Lido Merger Sub.

• On 06/24/2025, Rentzel tendered 1,034 common shares to the merger subsidiary at a cash offer price of $11.30 per share (transaction code U). Following the tender, she still beneficially owned 16,971 unvested restricted-stock units (RSUs).

• On 06/25/2025, immediately after the merger closed (transaction code D), all remaining 16,971 RSUs were cancelled and automatically converted into the right to receive cash equal to the same $11.30 offer price. After this conversion, the reporting person no longer owns any Landsea Homes equity.

The explanation section confirms that the cash consideration for both common shares and RSUs was determined by the Agreement and Plan of Merger signed 05/12/2025. No derivative securities were involved, and the filing is made solely by the individual insider.

Key investor takeaway: The transactions indicate the practical completion of the merger, with insiders receiving the agreed cash consideration and equity positions reduced to zero. This removes insider share overhang and signals that public shareholders should expect the same $11.30 cash payout for their tendered or converted shares.

Landsea Homes Corporation (LSEA) – Form 4 insider filing: CEO and Director John Ho disclosed the full disposition of his equity interests in connection with the company’s cash-for-stock merger.

On 06/24/2025 Ho tendered 428,673 directly held common shares and 25,082 shares held through the J and J Ho Family Trust to Lido Merger Sub, Inc. at a fixed $11.30 per-share offer price (transaction code “U”). The filing notes that the tender was executed under the Agreement and Plan of Merger dated 05/12/2025.

Subsequently, on 06/25/2025, 200,578 unvested restricted stock units (RSUs) were cancelled and converted into the right to receive cash equal to the same $11.30 consideration, reflecting the final step of the merger close-out process. After these transactions Ho reports 0 shares held either directly or indirectly.

The disclosure indicates that the merger has advanced to the stage where insider holdings have already been cashed out at the agreed price, leaving no remaining equity stake for the reporting person.

Landsea Homes Corporation (LSEA) – Form 4 insider transaction

Director Elias Farhat reported the disposition of 272,685 shares of Landsea Homes Corporation common stock on 24 June 2025. The disposal was coded “U,” indicating the shares were tendered rather than sold on the open market. According to the footnote, the shares were tendered to Lido Merger Sub, Inc., a wholly-owned subsidiary of Lido Holdco, Inc., at a fixed consideration of $11.30 per share.

Following the transaction, Farhat’s beneficial ownership fell to zero, meaning he no longer holds Landsea Homes common stock directly or indirectly. No derivative securities activity was reported in Table II. The filing was signed by attorney-in-fact Kelly Rentzel on 25 June 2025 and reflects the requirements of Section 16 of the Exchange Act.

Key takeaways for investors

• Sizeable tender: 272,685 shares equate to a cash value of roughly $3.08 million (272,685 × $11.30).
• Complete exit: The director’s post-transaction ownership is 0 shares, eliminating insider alignment through equity.
• M&A context: The counter-party is a merger subsidiary, signalling an ongoing corporate transaction at a set purchase price of $11.30.

No earnings data, warrants, or other financial metrics were included in this Form 4.

Landsea Homes Corporation (LSEA) – Form 4 insider filing

Chief Financial Officer Christopher T. Porter reported the complete disposition of his equity in connection with the cash acquisition of Landsea Homes by Lido Holdco, Inc. and its subsidiary Lido Merger Sub, Inc.

• 06/24/2025: Porter tendered 66,597 common shares to Merger Sub at the agreed $11.30 per-share offer price (Transaction Code “U”).
• His prior holdings included 39,434 unvested restricted stock units (RSUs).
• 06/25/2025: Under the 12 May 2025 Merger Agreement, every remaining share and all RSUs were cancelled and automatically converted into the right to receive the same $11.30 cash consideration (Transaction Code “D”).
• Post-transaction, Porter reports 0 direct or indirect ownership of Landsea Homes securities.

The filing confirms consummation of the merger and provides final insider ownership details; no derivative securities were reported.

Form 4 filing – Landsea Homes Corporation (LSEA)

Director Bruce D. Frank disclosed a single disposition on 06/24/2025. He tendered 48,405 common shares to Lido Merger Sub, Inc. at $11.30 per share (Transaction Code “U”). Following the transaction, the filing shows 0 shares remaining under his beneficial ownership, indicating a complete exit of his direct stake.

No derivative securities were reported and no 10b5-1 plan was indicated. The filing states only that the shares were surrendered in connection with the tender offer; additional merger terms are not provided.

• Insider role: Director
• Gross value tendered: ≈ $546,977 (48,405 × $11.30)