Landsea Homes Corp SEC Filings

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 filed Post-Effective Amendment No. 1 to its Form S-3 shelf registration (File No. 333-282124) on 25 June 2025.

The amendment formally deregisters up to US$250 million of unsold common stock, preferred stock, debt securities, warrants, purchase contracts and/or units that had been available under the shelf filed on 13 September 2024.

The filing is triggered by the completion of the merger with Lido Holdco, Inc. on 25 June 2025, whereby Lido Merger Sub, Inc. merged with and into Landsea Homes, leaving Landsea as the surviving, wholly-owned subsidiary of Parent. As a result, Landsea’s common shares will no longer be publicly traded.

The company intends to submit a Form 15 to terminate its Exchange Act registration and reporting obligations under Sections 13 and 15(d). Consequently, all outstanding public offerings are terminated and the effectiveness of the shelf registration is withdrawn.

This is an administrative step that follows the going-private transaction; no new securities are being offered and no financial performance data are disclosed.

Landsea Homes Corporation (NASDAQ:LSEAW) announced the completion of its merger with Lido Holdco, Inc. on June 25, 2025. The merger was executed at $11.30 per share following a successful tender offer where 30,399,652 shares (83.27%) were validly tendered.

Key developments include: termination of the Amended and Restated Credit Agreement, redemption of 11.0% Senior Notes due 2028, delisting from Nasdaq, and leadership changes. Matthew R. Zaist was appointed as President and CEO, with Robert Irwin as CFO and John Bohnen as COO.

Nasdaq Stock Market LLC has filed Form 25 to deregister and delist Landsea Homes Corp. (symbol: LSEAW) securities from the exchange.

The filing, dated 25 June 2025 and signed by AVP Tara Petta, notifies the U.S. Securities and Exchange Commission of the removal of the company’s common stock and warrants from listing and registration under Section 12(b) of the Securities Exchange Act of 1934. Nasdaq confirms it has met all procedural requirements under 17 CFR 240.12d2-2(b), while the issuer has complied with voluntary withdrawal provisions under 17 CFR 240.12d2-2(c).

The document contains no financial performance data, earnings metrics, or transaction details; it is solely an administrative notice of delisting and deregistration.

For investors, the key implication is the imminent loss of an exchange listing, which typically reduces secondary-market liquidity and may affect price transparency for the affected securities.