[Form 4] Landsea Homes Corporation Warrant Insider Trading Activity

Rhea-AI Filing Summary

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.

Positive

• Merger consummation confirmed by officer receiving $11.30 cash for all equity.
• All 16,971 RSUs converted to cash, eliminating future dilution risk.

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider cashes out at $11.30 as merger closes; no shares remain.

These Form 4 entries confirm the monetary settlement mechanics of the Lido-Landsea merger. The officer’s 1,034 common shares and 16,971 RSUs were all converted to cash at $11.30, aligning exactly with the tender-offer terms. The absence of residual equity signals final merger consummation and imminent delisting. For investors, this is materially positive because it removes uncertainty about deal closure and establishes a clear exit valuation.

Corporate Governance Expert

TL;DR: Filing validates Rule 10b5-1 compliance and proper Section 16 reporting.

The report demonstrates that Landsea’s legal leadership followed Section 16(a) requirements, recorded tender-offer dispositions under code U, and subsequently reported RSU cancellation under code D. The explicit reference to the merger agreement and identical pricing for shares and RSUs suggest equitable treatment across security classes. From a governance standpoint, this transparent disclosure and orderly wind-down of insider holdings lower litigation risk and support a smooth transition to private ownership.

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

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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^*

Rentzel Catharine Kelly

(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)
	General Counsel

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		1,034(1)	D	$11.3	16,971(2)	D
Common Stock, par value $0.0001	06/25/2025		D		16,971(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 16,971 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/ Catharine Kelly Rentzel	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What cash amount did LSEA insiders receive per share in the merger?

The filing specifies a cash consideration of $11.30 per share for both common stock and RSUs.

How many Landsea Homes shares did the reporting person dispose of?

Catharine Kelly Rentzel tendered 1,034 common shares and had 16,971 RSUs cancelled.

Does the insider still hold any LSEA shares after the merger?

No. After the 06/25/2025 transaction, the insider’s beneficial ownership is zero.

What triggered the RSU cancellation in the Form 4 filing?

The RSUs were automatically cancelled under the Agreement and Plan of Merger dated 05/12/2025 and converted to cash.

Is this Form 4 related to a Rule 10b5-1 trading plan?

Yes. The form indicates the transactions occurred pursuant to Rule 10b5-1(c) affirmative-defense conditions.