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): ~~December~~ January 915, ~~2024~~2025

LANDSEA HOMES CORPORATION

(Exact name of registrant as specified in its charter)

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

1717 McKinney Avenue, Suite 1000
Dallas, Texas		75202
(Address of principal executive offices)		(Zip Code)

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(s)	Name of Each Exchange on Which Registered
Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	LSEA	The Nasdaq Capital Market
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.		☐

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 ~~December~~January 915, ~~2024~~2025, Thomas Hartfield informed the Board of Directors (the “Board”) of Landsea Homes Corporation (the “Company”) ~~elected~~that ~~Rajinder~~he ~~Singh~~does asnot aintend ~~director,~~to ~~effective~~stand ~~immediately,~~for re-election to continue to serve ~~until~~as a director at the Company’s 2025 ~~Annual~~annual ~~Meeting~~meeting of ~~Stockholders~~stockholders ~~and~~(the ~~until~~“2025 ~~his~~Annual ~~successor~~Meeting”). ~~shall~~Mr. ~~have~~Hartfield will ~~been~~continue ~~duly~~to ~~elected~~serve ~~and~~through ~~qualified~~the orremainder ~~until~~of his ~~earlier death,~~current ~~resignation or removal~~term. ~~In connection with the election of~~ Mr. ~~Singh,~~Hartfield’s ~~the~~decision ~~size~~was ofnot the ~~Board~~result ~~was~~of ~~increased~~any ~~from six to seven directors.~~disagreement ~~Mr.~~with ~~Singh~~the ~~has~~Company ~~not~~on ~~been~~any ~~appointed~~matter relating to ~~serve~~the onCompany’s ~~any~~operations, ~~Board~~policies, ~~committee~~or ~~at this time~~practices.

~~Mr.~~On ~~Singh~~January ~~has~~21, ~~served~~2025, asin ~~the~~connection ~~Founder~~with ~~and~~Mr. ~~Managing~~Hartfield’s ~~Partner of SCA Partners~~decision ~~LLC,~~not anto ~~advisory~~stand ~~and~~for ~~consulting firm~~re-election, ~~since~~the ~~2023.~~Board ~~Before~~appointed ~~founding~~Susan ~~SCA~~Lattmann ~~Partners, Mr. Singh served~~ as a director ~~of BM Technologies~~, ~~Inc. (NYSE~~effective ~~American: BMTX)~~immediately, ato ~~financial~~serve ~~technology~~until ~~company,~~the ~~from~~2025 ~~January~~Annual Meeting ~~2023 to March 2023,~~ and asuntil ~~Co-Chief~~her ~~Executive~~successor ~~Officer~~shall ofhave BMbeen ~~Technologies, Inc.,~~duly ~~from~~elected ~~March~~and ~~2023~~qualified toor ~~August~~until ~~2023.~~her ~~From~~earlier ~~2002~~death, toresignation ~~January~~or ~~2023, Mr~~removal. ~~Singh held positions with Raymond James & Associates, Inc~~Ms., aLattmann ~~full-service~~has ~~financial~~not ~~services~~been ~~firm~~appointed ~~and~~to ~~wholly~~serve ~~owned~~on ~~subsidiary~~any ofBoard ~~Raymond~~committee ~~James~~at ~~Financial,~~this ~~Inc~~time. ~~(NYSE: RJF), most recently Vice Chairman – Investment Banking.~~

MrMs. ~~Singh~~Lattmann has served as the Chief Financial Officer for The Row, an international luxury apparel retailer, since 2021. Previously, she was ~~designated~~employed toby ~~serve~~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 byfrom ~~Landsea~~2022 ~~Holdings~~until ~~Corp.~~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 (~~“Holdings”~~Nasdaq: SGC) ~~pursuant~~since toFebruary 2024, ~~Holdings’~~the ~~director~~Board ~~designation~~of ~~rights~~Directors ~~under~~of Aterian, Inc. since February 2022, the ~~Fourth~~Board ~~Amended~~of ~~and~~Directors ~~Restated~~of ~~Stockholder’s~~Farmer Focus, a private organic chicken company, ~~Agreement~~since by2021, ~~and~~where ~~between~~she is the ~~Company~~Chair of the Audit Committee, and ~~Holdings~~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.

~~Mr.~~In ~~Singh~~connection ~~has~~with noher ~~family~~appointment, ~~relationships~~Ms. ~~with~~Lattmann ~~any~~has ~~director~~entered orinto ~~executive officer of~~ the Company.’s standard ~~Other~~indemnification ~~than~~agreement asfor ~~described~~directors ~~above~~and officers, ~~there~~the ~~are~~form ~~(i)~~of ~~no transactions in~~ which ~~Mr.~~is ~~Singh~~included ~~has~~as anExhibit ~~interest~~10.22 ~~requiring~~to ~~disclosure~~the ~~under~~Company’s Annual ~~Item~~Report ~~404(a)~~on ofthe ~~Regulation~~Form S10-K ~~and~~filed ~~(ii)~~February no29, ~~arrangements~~2024. orMs. ~~understandings~~Lattmann ~~between~~will ~~Mr.~~receive ~~Singh~~compensation ~~and~~for ~~any~~service ~~other~~on ~~person~~the ~~pursuant~~Board toin ~~which~~accordance hewith ~~was~~the ~~elected~~Company’s tostandard ~~serve~~compensatory arrangement for non-employee directors, as adescribed ~~director~~in the Company’s proxy statement filed on April 24, 2024.

InMs. ~~connection~~Lattmann has no family relationships with ~~his~~any ~~appointment~~director or executive officer of the Company. Other than as described above, Mrthere are (i) no transactions in which Ms. ~~Singh~~Lattmann has ~~entered~~an ~~into~~interest ~~the~~requiring ~~Company’s~~disclosure ~~standard~~under ~~indemnification~~Item ~~agreement~~404(a) ~~for~~of ~~directors~~Regulation S-K and ~~officers,~~(ii) ~~the~~no ~~form~~arrangements ofor ~~which~~understandings isbetween ~~filed~~Ms, asLattmann ~~Exhibit~~and ~~10.22~~any toother ~~the~~person ~~Company’s~~pursuant ~~Annual~~to which ~~Report~~she onwas ~~Form~~elected ~~10-K~~to ~~filed~~serve ~~February~~as ~~29,~~a ~~2024~~director.

~~Mr.~~In ~~Singh~~connection ~~will~~with ~~receive~~the ~~compensation~~foregoing, ~~for~~the ~~service~~Board onapproved (i) the ~~Board~~increase in ~~accordance~~ ~~with~~the size of the ~~Company~~Board from seven to eight directors, effectively immediately prior to Ms. Lattmann’s ~~standard~~appointment, ~~compensatory~~and ~~arrangement~~(ii) ~~for~~the ~~non-employee~~decrease in the size of the Board from eight directors to seven directors, asto ~~described~~be ineffective ~~the~~upon ~~Company~~Mr. Hartfield’s ~~proxy~~departure ~~statement~~from the Board ~~filed~~at onthe ~~April~~2025 ~~24,~~Annual ~~2024~~Meeting.

Item 87.01 ~~Other~~Regulation ~~Events~~FD.

~~Also~~On onJanuary ~~December 9~~22, ~~2024~~2025, the ~~Board~~Company ~~appointed~~issued ~~Bruce~~a ~~Frank~~press asrelease announcing ~~Chairman~~the appointment of ~~the~~ ~~Board,~~Ms. ~~effective~~Lattmann ~~immediately~~as a director. ~~Bruce~~The ~~Frank~~press ~~previously~~release ~~served~~is attached as ~~Interim~~Exhibit ~~Chairman~~99.1 ofto ~~the~~this ~~Board.~~Current Report on Form 8-K and is incorporated herein by reference.

~~SIGNATURES~~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.

~~Pursuant~~Item to9.01 ~~the~~Financial ~~requirements of~~Statements ~~the~~and ~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Exhibits.

	LANDSEA HOMES CORPORATION
Date: December 11, 2024	By:	/s/ John Ho
		Name: John Ho
		Title: Chief Executive Officer

(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

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