Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 15, 2025

LANDSEA HOMES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-38545	82-2196021
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1717 McKinney Avenue, Suite 1000

Dallas, TX 75202

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (949) 345-8080

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	LSEA	The Nasdaq Capital Market
Warrants exercisable for Common Stock	LSEAW	The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 15, 2025, Thomas Hartfield informed the Board of Directors (the “Board”) of Landsea Homes Corporation (the “Company”) that he does not intend to stand for re-election to continue to serve as a director at the Company’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”). Mr. Hartfield will continue to serve through the remainder of his current term. Mr. Hartfield’s decision was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

On January 21, 2025, in connection with Mr. Hartfield’s decision not to stand for re-election, the Board appointed Susan Lattmann as a director, effective immediately, to serve until the 2025 Annual Meeting and until her successor shall have been duly elected and qualified or until her earlier death, resignation or removal. Ms. Lattmann has not been appointed to serve on any Board committee at this time.

Ms. Lattmann has served as the Chief Financial Officer for The Row, an international luxury apparel retailer, since 2021. Previously, she was employed by Bed Bath & Beyond Inc. (Nasdaq: BBBY) for over 23 years, where she held several roles, including Chief Financial Officer and Chief Administrative Officer. She began her professional career with Arthur Andersen LLP. Ms. Lattmann also served previously on the Board from 2022 until 2023, where she was the Co-Chair of the Compensation Committee. Ms. Lattmann has also served on the Board of Directors of Superior Group Companies (Nasdaq: SGC) since February 2024, the Board of Directors of Aterian, Inc. since February 2022, the Board of Directors of Farmer Focus, a private organic chicken company, since 2021, where she is the Chair of the Audit Committee, and the Board of Directors of ArcTrust III, a private growth and income real estate investment trust, since 2020. Ms. Lattmann received her Bachelor of Science degree with honors from Bucknell University and is a certified public accountant.

In connection with her appointment, Ms. Lattmann has entered into the Company’s standard indemnification agreement for directors and officers, the form of which is included as Exhibit 10.22 to the Company’s Annual Report on the Form 10-K filed February 29, 2024. Ms. Lattmann will receive compensation for service on the Board in accordance with the Company’s standard compensatory arrangement for non-employee directors, as described in the Company’s proxy statement filed on April 24, 2024.

Ms. Lattmann has no family relationships with any director or executive officer of the Company. Other than as described above, there are (i) no transactions in which Ms. Lattmann has an interest requiring disclosure under Item 404(a) of Regulation S-K and (ii) no arrangements or understandings between Ms, Lattmann and any other person pursuant to which she was elected to serve as a director.

In connection with the foregoing, the Board approved (i) the increase in the size of the Board from seven to eight directors, effectively immediately prior to Ms. Lattmann’s appointment, and (ii) the decrease in the size of the Board from eight directors to seven directors, to be effective upon Mr. Hartfield’s departure from the Board at the 2025 Annual Meeting.

Item 7.01 Regulation FD.

On January 22, 2025, the Company issued a press release announcing the appointment of Ms. Lattmann as a director. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished as part of this report:

Exhibit No.		Description
99.1		Press Release issued January 22, 2025 by Landsea Homes Corporation
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		LANDSEA HOMES CORPORATION

Date:	January 22, 2025
		/s/ C. Kelly Rentzel
		C. Kelly Rentzel
		General Counsel

EXHIBIT 99.1

SUSAN LATTMANN REJOINS LANDSEA HOMES BOARD OF DIRECTORS AS THOMAS HARTFIELD CONCLUDES HIS TERM

Dallas, Texas (January 22, 2025) — Landsea Homes Corporation (Nasdaq: LSEA) (“Landsea Homes” or the “Company”), a publicly traded residential homebuilder, announced today that Susan E. Lattmann has rejoined the Company’s Board of Directors effective immediately. Ms. Lattmann is rejoining the Board following Thomas Hartfield’s decision not to stand for re-election at the 2025 annual meeting of stockholders.

“We want to thank Tom for his many contributions as a member of our Board of Directors over the last eight years and appreciate his continued dedication to the Company as he concludes his term,” said Bruce Frank, Chairman of the Board of Landsea Homes.

“We are also very pleased and fortunate to bring Susan back to the Landsea Homes Board of Directors. She is well versed in our strategic approach to homebuilding and delivers significant financial, accounting and cost-management expertise to our Board.” Mr. Frank added, “Susan’s Fortune 500 public company CFO experience and deep P&L management provide important expertise to our boardroom. Throughout her career Susan has guided companies navigating multiple stages of growth, including M&A, and managing significant operational and structural changes.”

Ms. Lattmann previously served on the Landsea Homes Board from 2022 to 2023 and has more than 30 years as an experienced executive and corporate board director. During her prior term on the Landsea Homes Board, Ms. Lattmann played a significant role in the Company’s enterprise-wide strategy to enhance margin and improve profit through cost reductions. She currently serves as CFO for The Row, an international privately held luxury apparel retailer. Previously, she worked for Bed Bath & Beyond, now a subsidiary of Beyond Inc., for more than 23 years, where she held several roles including CFO and CAO. She began her professional career with Arthur Andersen.

“I am very excited about the opportunity to rejoin the Board of Directors of what I believe to be one of the most strategic public homebuilders in the industry,” said Ms. Lattmann. “I’m looking forward to working with my Board colleagues and the Senior Leadership team to contribute to Landsea Homes’ continued future success.”

For more information about Landsea Homes, visit http://www.landseahomes.com.

About Landsea Homes Corporation

Landsea Homes Corporation (Nasdaq: LSEA) is a publicly traded residential homebuilder based in Dallas, Texas that designs and builds best-in-class homes and sustainable master-planned communities in some of the nation’s most desirable markets. The company has developed homes and communities in New York, Boston, New Jersey, Arizona, Colorado, Florida, Texas and throughout California in Silicon Valley, Los Angeles and Orange County. Landsea Homes was honored as the Green Home Builder 2023 Builder of the Year, after being named the 2022 winner of the prestigious Builder of the Year award, presented by BUILDER magazine, in recognition of a historical year of transformation.

An award-winning homebuilder that builds suburban, single-family detached and attached homes, mid-and high-rise properties, and master-planned communities, Landsea Homes is known for creating inspired places that reflect modern living and provides homebuyers the opportunity to “Live in Your Element.” Our homes allow people to live where they want to live, how they want to live – in a home created especially for them.

Driven by a pioneering commitment to sustainability, Landsea Homes’ High Performance Homes are responsibly designed to take advantage of the latest innovations with home automation technology supported by Apple®. Homes include features that make life easier and provide energy savings that allow for more comfortable living at a lower cost through sustainability features that contribute to healthier living for both homeowners and the planet.

Led by a veteran team of industry professionals who boast years of worldwide experience and deep local expertise, Landsea Homes is committed to positively enhancing the lives of our homebuyers, employees and stakeholders by creating an unparalleled lifestyle experience that is unmatched.

For more information on Landsea Homes, visit: www.landseahomes.com.

Forward-Looking Statements

This press release contains forward-looking statements. All statements other than statements of historical facts contained herein, including without limitation, statements regarding the expected Board transition and future performance of the Company, are forward-looking statements reflecting the current beliefs and expectations of Landsea Homes’ management made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements represent Landsea Homes’ current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially and adversely from those expressed or implied by the forward-looking statements. Among those risks and uncertainties are market conditions, including market interest rates, the trading price and volatility of Landsea Homes’ common stock, and risks relating to Landsea Homes’ business, including those risks and uncertainties described in periodic reports that Landsea Homes files from time to time with the SEC, as well as the preliminary prospectus supplement relating to the Offering filed with the SEC. The forward-looking statements included in this press release speak only as of the date of this press release, and Landsea Homes does not undertake to update the statements included in this press release for subsequent developments, except as may be required by law.

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Media Contact:

Annie Noebel

Cornerstone Communications

anoebel@cornerstonecomms.com

(949) 449-2527

Investor Relations Contact:

Drew Mackintosh, CFA

Mackintosh Investor Relations, LLC

drew@mackintoshir.com

(512) 243-5009

Cover	Jan. 15, 2025
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 15, 2025
Entity File Number	001-38545
Entity Registrant Name	LANDSEA HOMES CORPORATION
Entity Central Index Key	0001721386
Entity Tax Identification Number	82-2196021
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1717 McKinney Avenue
Entity Address, Address Line Two	Suite 1000
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75202
City Area Code	(949)
Local Phone Number	345-8080
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock, $0.0001 par value per share
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	LSEA
Security Exchange Name	NASDAQ
Warrants exercisable for Common Stock
Title of 12(b) Security	Warrants exercisable for Common Stock
Trading Symbol	LSEAW
Security Exchange Name	NASDAQ