[Form 4] Landsea Homes Corporation Warrant Insider Trading Activity

Rhea-AI Filing Summary

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.

Positive

• Confirmation of merger progress: Insider tender and RSU cancellation demonstrate that the $11.30 per-share cash deal is moving to completion, lowering execution risk.
• Full liquidity event: CFO successfully converted 106,031 total equity units (shares + RSUs) into cash, validating payout mechanics for remaining shareholders.

Negative

• Management equity incentive removed: All of the CFO’s RSUs were cancelled, indicating no continuing equity alignment for existing leadership post-transaction.

Insights

Financial Analyst

TL;DR: Routine Form 4 confirms CFO cashed out at $11.30; signals merger close, limited incremental information for valuation.

The disclosure is largely procedural. All insider equity converted to cash exactly as stipulated in the previously announced May 12 merger agreement. The dollar amount (66,597 × $11.30 ≈ $752k plus RSU value) is modest relative to Landsea’s market cap and does not introduce new performance metrics. Because the cash price was public when the tender offer launched, today’s filing merely documents settlement and eliminates Porter's incentive alignment going forward. From a valuation standpoint, investors had already priced the deal; therefore, impact on the trading price of LSEA (or eventual surviving entity) should be minimal.

M&A Specialist

TL;DR: Insider disposition verifies mechanical completion of $11.30 cash-out, a positive milestone toward full merger closing.

This Form 4 is an operational datapoint showing the tender offer flowed through to senior management exactly as drafted. Acceptance of shares and cancellation of RSUs signal regulatory and administrative conditions precedent are satisfied, pushing the transaction toward mandatory squeeze-out of minority holders. For arbitrageurs, the filing reduces deal-completion risk and supports the $11.30 cash consideration timeline. While not unexpected, each insider tender reduces the probability of stakeholder dissent or litigation. Accordingly, I view the update as slightly positive for deal certainty.

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^*

PORTER CHRISTOPHER T

(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 Financial 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		66,597(1)	D	$11.3	39,434(2)	D
Common Stock, par value $0.0001	06/25/2025		D		39,434(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 39,434 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 Christopher Porter	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 Christopher T. Porter receive for his LSEA shares?

He received $11.30 per share, the cash offer price specified in the merger agreement.

How many Landsea Homes shares did the CFO dispose of?

Porter tendered 66,597 common shares on 06/24/2025.

What happened to the 39,434 unvested RSUs held by the CFO?

All RSUs were cancelled on 06/25/2025 and converted into the right to receive cash equal to 39,434 × $11.30.

Does the CFO hold any Landsea Homes shares after these transactions?

No. The Form 4 shows zero direct or indirect ownership following the reported transactions.

Why were the transactions coded "U" and "D" on the Form 4?

"U" denotes shares surrendered in a tender offer, while "D" indicates disposition/cancellation of remaining shares under the merger terms.