[Form 4] Landsea Homes Corporation Warrant Insider Trading Activity

Rhea-AI Filing Summary

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.

Positive

• Confirms $11.30 cash consideration for both common shares and RSUs, eliminating uncertainty around merger payout
• Insider received identical terms as public shareholders, mitigating fairness concerns and potential legal overhang

Negative

• All equity positions extinguished; no future upside participation for existing public investors once cash is paid

Insights

M&A Specialist

TL;DR: Insider Form 4 confirms cash merger closed at $11.30; all insider equity cashed out, eliminating float.

The tender (14,566 shares) and subsequent cancellation of 5,888 RSUs mark the required steps to squeeze-out any residual minority interests after the successful tender offer. Because the consideration matches the public terms, there is no preferential insider treatment, reducing litigation risk. The absence of derivative holdings means no pending dilution. Operationally, this is a formal clean-up disclosure, but for arbitrageurs it is definitive proof of closing, triggering final settlement and removal from trading rolls.

Portfolio Manager

TL;DR: Routine but decisive: insider exit confirms deal completion; cash proceeds now certain.

From a portfolio perspective the filing is constructive. Event-driven investors can allocate released capital, and residual warrant holders can reassess optionality given the underlying equity’s cancellation. The lack of deviations from announced terms removes tail risk. Nevertheless, upside is capped—holders have only cash-settlement, so equity upside vanishes. The filing’s impact is closure, not growth.

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

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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^*

Lattmann Susan E.

(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)

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

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		14,566(1)	D	$11.3	5,888(2)	D
Common Stock, par value $0.0001	06/25/2025		D		5,888(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 5,888 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 Susan Lattmann	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

What price did Landsea Homes (LSEA) shareholders receive in the merger?

The Form 4 confirms a cash consideration of $11.30 per share for both common stock and RSUs.

How many shares did Director Susan E. Lattmann tender or cancel?

She disposed of 20,454 shares in total—14,566 common shares tendered on 06/24/2025 and 5,888 RSUs cancelled on 06/25/2025.

Does the filing indicate the merger has officially closed?

Yes. The cancellation of remaining shares and RSUs on 06/25/2025 signals that the merger became effective as per the Agreement and Plan of Merger.

Are there any remaining equity or derivative holdings by the director?

No. After the reported transactions, beneficial ownership is zero; no derivatives or indirect holdings remain.

What transaction codes were used in the Form 4 and what do they mean?

Code "U" denotes shares surrendered in a tender offer; code "D" denotes a disposition (cancellation) upon merger close.