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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): May 29, 2024

 

LANDSEA HOMES CORPORATION

(Exact name of registrant as specified in its charter)

 

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

 

1717 McKinney Avenue, Suite 1000    
Dallas, Texas   75202
(Address of principal executive offices)   (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
Common Stock, par value $0.0001 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 May 29, 2024, Landsea Homes Corporation (the “Company”) entered into amended and restated executive employment agreements with John Ho, the Company’s Chief Executive Officer, and Mike Forsum, the Company President and Chief Operating Officer, each retroactively effective to January 1, 2024 (collectively, the “A&R Employment Agreements”). The A&R Employment Agreements are generally consistent with the terms of the executive employment agreements previously entered into with Messrs. Ho and Forsum; however, the A&R Employment Agreements extend the initial term through December 31, 2026 and have been revised to reflect each executive’s current compensation: (i) an annual base salary of $850,000 and (ii) a target annual bonus for 2024 of $1,200,000.

 

The foregoing summary of the A&R Employment Agreements does not purport to be complete and is qualified in its entirety by reference to the complete terms of the A&R Employment Agreements filed as Exhibit 10.1 and Exhibit 10.2 hereto, which are incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit No. Description
10.1 Amended and Restated Executive Employment Agreement between John Ho and Landsea Homes Corporation, effective as of January 1, 2024
10.2 Amended and Restated Executive Employment Agreement between Mike Forsum and Landsea Homes Corporation, effective as of January 1, 2024
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

SIGNATURES

 

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

 

    LANDSEA HOMES CORPORATION
     
Date: May 31, 2024 By: /s/ C. Kelly Rentzel
    Name: C. Kelly Rentzel
    Title: General Counsel