[Form 4] Landsea Homes Corporation Warrant Insider Trading Activity

Rhea-AI Filing Summary

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.

Positive

• Confirmation of $11.30 cash consideration for all tendered and cancelled shares and RSUs, reducing deal-completion uncertainty.
• Insider acceptance indicates that closing conditions for the Lido Holdco acquisition are effectively satisfied.

Negative

• Complete insider exit removes future management equity alignment and eliminates potential upside participation for public shareholders beyond the fixed cash price.

Insights

M&A Specialist

TL;DR: Insider tender signals merger close; $11.30 cash exit locked in.

The COO’s 406,715-share tender, plus cancellation of 200,578 RSUs, demonstrates that closing mechanics under the May 12 merger agreement are in force. Because consideration is entirely cash, the transaction effectively removes equity risk for existing holders and confirms regulatory and internal approvals required for consummation. From an M&A standpoint, insider acceptance is a strong indicator the acquirer’s offer is unconditional and near final settlement. Cash value certainty at $11.30 is positive for arbitrageurs and common shareholders.

Portfolio Manager

TL;DR: Executive exits position; alignment ends after buyout.

While the buyout price delivers liquidity, the COO’s complete divestiture means ongoing insider ownership vanishes. Post-close, equity upside transfers to the private buyer. For investors who anticipated longer-term growth, opportunity cost versus staying public is a consideration. Nevertheless, risk is minimal given fixed cash compensation. Overall market impact is limited to confirming a previously announced deal.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Forsum Michael

(Last) (First) (Middle)

C/O LANDSEA HOMES CORPORATION

1717 MCKINNEY AVENUE, SUITE 1000

(Street)

DALLAS TX 75202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Landsea Homes Corp [ LSEA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.0001	06/24/2025		U		406,715(1)	D	$11.3	200,578(2)	D
Common Stock, par value $0.0001	06/25/2025		D		200,578(2)	D	(3)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents securities tendered to Lido Merger Sub, Inc. ("Merger Sub"), a wholly owned, direct subsidiary of Lido Holdco, Inc. ("Parent"), at a price of $11.30 per share (the "Offer Price").

2. Includes 200,578 unvested restricted stock units ("RSUs").

3. Pursuant to that certain Agreement and Plan of Merger, dated as of May 12, 2025 (the "Merger Agreement"), by and among the Issuer, Parent and Merger Sub, on June 25, 2025, each share of the Issuer's Common Stock not previously tendered by the Reporting Person was cancelled and converted into the right to receive an amount in cash equal to the Offer Price (the "Merger Consideration"). In addition, each RSU award was canceled and terminated and converted into the right to receive an amount in cash (without interest) equal to the product obtained by multiplying (x) the aggregate number of shares of common stock underlying such award immediately prior to the Effective Time (as defined in the Merger Agreement), by (y) the Merger Consideration.

	/s/ Kelly Rentzel, Attorney-in-fact for Michael Forsum	06/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

How many Landsea Homes (LSEA) shares did COO Michael Forsum tender?

He tendered 406,715 common shares on 06/24/2025.

What cash price did Forsum receive for his Landsea Homes shares?

The filing states a fixed $11.30 per share Offer Price.

What happened to Forsum’s 200,578 unvested RSUs?

Each RSU was cancelled and converted into the right to receive cash equal to 200,578 × $11.30.

Did the executive retain any Landsea Homes shares after the merger?

No. The Form 4 shows zero shares beneficially owned following the transactions.

What key dates are disclosed in the Form 4?

06/24/2025 for tendering shares and 06/25/2025 for cancellation upon merger closing.