UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to           

Commission file number: 001-38545

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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of June 30, 2024, the aggregate market value of the registrant’s common stock held by non-affiliates was approximately $169.5 million based on the closing sale price as reported on The Nasdaq Capital Market.

There were 36,409,560 shares of the registrant’s common stock issued and outstanding as of the close of business on April 24, 2025.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

PART III

DIRECTORS AND EXECUTIVE OFFICERS

Bruce Frank

* Entities related within the same fund family

Mr. Frank currently serves on the audit committee of six other public companies, all of which are business development companies under the Investment Company Act of 1940, as amended, and are related entities within the same fund family. The board of directors of the Company (the “Board”) has determined that such simultaneous service does not impair the ability of Mr. Frank to effectively serve on the Company’s Audit Committee. In making this determination, the Board considered the mix of companies involved and the fact that they are all business development companies within the same fund family, as well as Mr. Frank’s 100% attendance at 2024 meetings of the Board and the committees on which he serves, including 100% attendance at Audit Committee meetings, and his extensive background and experience in accounting, including as a Certified Public Accountant and former senior partner of Ernst & Young LLP.

John Ho

Qin (Joanna) Zhou

Elias Farhat

Mollie Fadule

Rajinder Singh

Susan Lattmann

Thomas Hartfield

Information About Our Executive Officers

Below is a list of our executive officers and their respective ages and a brief account of the business experience of each of them.

John Ho’s biographical information can be found with the other director biographies in the “Directors and Executive Officers” section.

Michael Forsum served as the Chief Operating Officer of Landsea Homes from August 2016 until the Business Combination, and he has since served as our President and Chief Operating Officer. Prior to joining Landsea Homes, Mr. Forsum spent nearly 30 years in the homebuilding industry as a senior level executive and worked from 2009 to 2016 in private equity as a partner specializing in residential real estate investing for Starwood Land Ventures, a wholly-owned subsidiary of Starwood Capital Group Global, a private investment firm. During his homebuilding career, Mr. Forsum led homebuilding operations at KB Homes from 1985 to 1993. Mr. Forsum also served as a Division President of Ryland Homes from 1994 to 2001. Later, as Taylor Woodrow/Morrison’s West Region President, Mr. Forsum was responsible for overseeing multiple operating divisions in California, Arizona, Nevada, and Colorado from 2001 to 2008. Mr. Forsum also served on Taylor Woodrow/Morrison’s North American Leadership team, which set strategic direction and established company governance and procedures, from 2000 to 2008. During Mr. Forsum’s homebuilding tenure, he was associated with the acquisition, planning and development of nearly 25,000 home sites, and the building of over 20,000 homes. In 2008, Mr. Forsum co-founded Starwood Land Ventures, an affiliated company of Starwood Capital Group Global, a private equity firm specializing in real estate, which he left in 2016. Mr. Forsum is on the National Board of Directors for HomeAid America and received a bachelor’s degree from Arizona State University.

C. Kelly Rentzel has served as our General Counsel and Secretary since January 2024. Prior to joining the Company, Ms. Rentzel served as Executive Vice President, General Counsel, and Secretary at First Foundation Inc., a financial services company with two wholly-owned operating subsidiaries, First Foundation Advisors and First Foundation Bank, from 2021 to 2023. Before joining First Foundation, Ms. Rentzel served as Executive Vice President, General Counsel, and Secretary for Texas Capital Bank, a publicly-traded financial institution, from 2016 to 2021; she became its first in-house lawyer in 2012 and ultimately built an in-house team of six attorneys. Ms. Rentzel began her legal career at Baker Botts LLP, spending five years in private practice before serving six years as a staff attorney and then law clerk at the United States District Court for the Northern District of Texas. Ms. Rentzel received a bachelor’s degree from Rice University and earned her Juris Doctorate from the Dedman School of Law at Southern Methodist University.

Christopher Porter has served as our Chief Financial Officer since December 2021. He has over 30 years of diverse experience in corporate finance in both public and private equity settings across multiple industries, including all major commercial real estate sectors, senior housing, defense contracting, and banking/finance. Prior to joining the Company, he founded and served as the Managing Member of Cubed One Advisors, LLC, a financial services and accounting advisory consulting company from April 2021 to November 2021. In 2013, Mr. Porter co-founded, and through March 2021 served as President and Chief Financial Officer of, Silverstone Healthcare Company, a senior housing real estate development company, and was instrumental in growing it to nine luxury developments and successfully raising approximately $1 billion in debt and equity. During his tenure he also oversaw all accounting, reporting, finance, human resources, liquidity, and asset management functions. Prior to Silverstone, Mr. Porter was Vice President and Treasurer of Dyn-Corp International, responsible for its global Treasury, Risk Management, Liquidity, and Investor Relations. Mr. Porter spent the previous 10 years at Crescent Real Estate Equities, ending with the role of Managing Director, in which capacity he was in charge of Capital Markets, Risk Management, and Treasury. Mr. Porter received a bachelor’s degree from the University of Texas at Austin and an MBA from the University of North Texas.

CORPORATE GOVERNANCE

Business Combination and Corporate Structure

As previously disclosed, on January 7, 2021 (the “Closing Date”), the Company, formerly known as LF Capital Acquisition Corp., consummated the Business Combination pursuant to which (i) we acquired, directly and indirectly, 100% of the stock of Landsea Homes, which was a private operating company prior to the Business Combination; (ii) Landsea Holdings, obtained approximately 71% of our common stock; and (iii) we ceased to be a special purpose acquisition company and changed our name from LF Capital Acquisition Corp. to Landsea Homes Corporation. We refer to the Company prior to the Business Combination as “LFAC” and to the private operating company prior to the Business Combination as “Landsea Homes.”

On the Closing Date, we and Landsea Holdings entered into a stockholder’s agreement, which was amended and restated on April 30, 2024 (as amended and restated, the “Stockholder’s Agreement”), whereby, among other things, the parties agreed to certain rights and obligations of the Company and Landsea Holdings with respect to the Company’s corporate governance. Landsea Holdings currently holds approximately 16.9% of our common stock. Landsea Green indirectly owns 100% of Landsea Holdings. See “Certain Relationships and Related Party Transactions—Related Party Transactions—Stockholder’s Agreement” on page 27 for additional information.

Board Composition and the Stockholder’s Agreement

The Stockholder’s Agreement provides that the authorized number of directors for our Board be no more than eleven and no less than five. In connection with Ms. Susan Lattmann’s appointment as a director in January 2025, the size of the Board was increased from seven to eight directors. Effective upon Thomas Hartfield’s departure at the 2025 Annual Meeting of Stockholders, the Board will decrease from eight to seven directors.

As a result of meeting the highest ownership threshold in the original stockholder’s agreement, Landsea Holdings initially had the right to nominate seven directors to serve on the Board, two of whom had to satisfy the independent director requirements under Nasdaq rules. Landsea Holdings designated Messrs. John Ho, Bruce Frank and Thomas Hartfield and Ms. Qin Zhou, each of whom continues to serve on the Board (and each of whom, other than Mr. Hartfield, is standing for re-election at the 2025 Annual Meeting of Stockholders), Mr. Martin Tian, who served on the Board until October 2024, Mr. Tim Chang, who served on the Board until June 2022, and Mr. Robert Miller, who served on the Board until June 2023, to serve as directors following the closing of the Business Combination on January 7, 2021. On December 9, 2024, the Board appointed Mr. Rajinder Singh as a director pursuant to Landsea Holdings’ director appointment rights under the Stockholder’s Agreement.

The Stockholder’s Agreement provides that, for so long as Landsea Holdings and its affiliates own at least 6% of our common stock, Landsea Holdings will have the right to designate the percentage of the total number of directors on our Board as would be equal to the percentage of our common stock then held by Landsea Holdings (provided that Landsea Holdings’ designees shall represent 75% of the total number of directors when Landsea Holdings owns at least a majority of our common stock), subject to certain requirements regarding such designees’ independence. On March 8, 2024, Landsea Holdings ceased to own a majority of our common stock. As of the date hereof, Landsea Holdings owns 16.9% of our outstanding common stock, and is entitled to designate two directors to our Board. The original Stockholder’s Agreement also provided that the Company initially designate Mr. Tian as Chairman of the Board. Following Mr. Tian’s resignation from the Board in October 2024, Mr. Frank was appointed Chairman of the Board.

The Stockholder’s Agreement also provides that the Board establish and maintain: (i) a compensation committee; (ii) a nominating and governance committee; and (iii) an audit committee, each of which must comply with Nasdaq rules applicable to such a committee. For more information on our Board committees and their composition, see “—Board Committees” on page 9 for more information.

For so long as Landsea Holdings and its affiliates own at least 15% of our common stock, each of the standing committees will include at least one director designee (or more than one, at Landsea Holdings’ discretion, if Landsea Holdings is entitled to designate more than one director designee), subject to applicable Nasdaq rules.

Director Independence

Our Corporate Governance Guidelines define an “independent” director consistent with the Nasdaq definition of independence. Under our Corporate Governance Guidelines and Nasdaq listing standards, a director is not independent unless the Board affirmatively determines that such director does not have a direct or indirect material relationship with us or any of our subsidiaries. Members of the Audit Committee and Compensation Committee are subject to the additional independence requirements of applicable SEC rules and Nasdaq listing standards.

Our Board has determined that each of Mmes. Mollie Fadule and Susan Lattmann and Messrs. Bruce Frank, Thomas Hartfield, and Elias Farhat is independent within the meaning of Nasdaq Listing Rule 5605(a)(2). In making these independence determinations, our Board has reviewed and discussed information provided by the directors to us with regard to each director’s business and personal activities and relationships as they may relate to us and our management. See “Certain Relationships and Related Party Transactions—Related Party Transactions” on page 27 for additional information.

Under the Nasdaq listing rules and applicable SEC rules, we are required to have an audit committee of at least three members, all of whom must be independent. In addition to determining whether each director satisfies the director independence requirements set forth in the Nasdaq listing rules, in the case of members of the Audit Committee, our Board has also made an affirmative determination that each of the current members of the Audit Committee, Messrs. Frank and Farhat and Ms. Fadule, satisfy separate independence requirements under the SEC rules for such members.

The Compensation Committee is composed of four directors, with all directors meeting Nasdaq independence requirements, and otherwise meets Nasdaq compensation committee composition requirements. Additionally, each member of the Compensation Committee qualifies as a “non-employee director” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934 (as amended, the “Exchange Act”). The Nominating and Corporate Governance Committee is composed of four directors, with all directors meeting Nasdaq independence requirements.

Prior to March 8, 2024, we qualified as a “controlled company” under Nasdaq listing rules. As a “controlled company,” we were not required to have a compensation committee composed entirely of independent directors or to have our director nominees selected, or recommended for the Board’s selection, by independent directors constituting a majority of the Board’s’ independent directors in a vote in which only independent directors participate, or a nominations committee comprised solely of independent directors. As of March 8, 2024, we are no longer a “controlled company,” and each member of the Compensation Committee and the Nominating and Corporate Governance Committee was required to satisfy Nasdaq’s independence requirements, subject to a one-year transition period. We have met such requirements in accordance with the transition periods for a former “controlled company.”

Director Nominations

There have been no material changes to the procedures by which stockholders may recommend nominees to the Board.

Board Committees

Our Board has five standing committees: an Audit Committee, a Compensation Committee, a Nominating and Governance Committee, an Executive Land Committee, and an ESG Committee. Current committee membership is set forth below.

Risk Oversight

A core responsibility of the Board is to oversee the Company’s processes for assessing and managing risk. While the Audit Committee has primary responsibility for oversight of the Company’s enterprise risk management, both the Audit Committee and the Board are actively involved in risk oversight, and both receive reports on our risk management activities from our executive management team on a regular basis. Members of both the Audit Committee and the Board also engage in periodic discussions with members of management as they deem appropriate to review and address the proper management of the Company’s risks. In addition, each committee of the Board considers risks associated with its respective area of responsibility.

Governance Documents

The Audit Committee, Compensation Committee, and Nominating and Governance Committee each operate pursuant to written charters adopted by the Board. These charters, along with the Corporate Governance Guidelines and the Code of Business Conduct and Ethics, are available at the Company’s website and in print to any stockholder who requests a copy. To access these documents from the Company’s website, go to https://ir.landseahomes.com and select “Governance” from the drop-down menu. Requests for a printed copy should be addressed to Corporate Secretary, Landsea Homes Corporation, 1717 E. McKinney Street, Suite 1000, Dallas, TX 75202.

Insider Trading Policy

We have adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, employees, and the Company itself. We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and the Nasdaq listing rules and, among other things, prohibits all directors, officers, and employees, as well as members of such persons’ immediate families and households (other than household employees) and such persons’ controlled entities, from engaging in the following: (a) short-term trading; (b) short sales; and (c) transactions involving publicly traded options or other derivatives, such as trading in puts or calls with respect to Company securities. A copy of the Insider Trading Policy is filed as Exhibit 19.1 to the Form 10-K.

Clawback Policy

In October 2023, we adopted a Clawback Policy, which is intended to comply with the requirements of Nasdaq Rule 5608 adopted by Nasdaq implementing Rule 10D-1 under the Exchange Act. In the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement under the federal securities laws, the Company will recover, on a reasonably prompt basis, the excess incentive-based compensation received by any covered executive, including our named executive officers, during the prior three fiscal years that exceeds the amount that the executive otherwise would have received had the incentive-based compensation been determined based on the restated financial statements.

Stock Ownership and Retention Guidelines

Certain of our executive officers and directors are expected to acquire and hold during their employment or service on the Board, as applicable, shares of our common stock equal in value to at least (i) five times their respective annual base salary in the case of the Chief Executive Officer and President, (ii) three times their respective annual base salary in the case of the Chief Financial Officer and General Counsel, and (iii) five times the annual Board cash retainer paid to our non-employee directors (excluding any supplemental committee retainers or fees). Such executive officers and directors shall have five years from the later of (i) the date such person first became subject to the stock ownership and retention guidelines (the “Guidelines”), or (ii) April 19, 2021 to meet the target stock ownership requirements.

Until such executive officers or directors attain compliance with the Guidelines, such executive officers or directors will be required to hold 50% of the shares of common stock received from the Incentive Plan and any successor equity plan.

As of December 31, 2024, all of our then-current applicable executive officers and directors were in compliance with the Guidelines or were within the five-year grace period provided under the Guidelines.

Code of Conduct

We have adopted a Code of Business Conduct and Ethics (the “Code”) that applies to all of our directors, officers and employees, including our principal executive, principal financial and principal accounting officers, or persons performing similar functions. Our Code is posted on our website located at http://www.landseahomes.com. We intend to disclose future amendments to certain provisions of the Code, and waivers of the Code granted to executive officers and directors, on the website within four business days following the date of the amendment or waiver.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act, requires our directors, officers, and persons that own more than 10 percent of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than 10 percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based on our review of the copies of such filings and based on written representations, we believe that all reports required to be filed pursuant to Section 16(a) of the Exchange Act with respect to the year ending December 31, 2024 were filed with the SEC on a timely basis, with the exception of C. Kelly Rentzel, our General Counsel, who was late in filing a Form 3 and Form 4 in connection with the March 2024 Offering.

We are currently considered a smaller reporting company for purposes of the executive compensation disclosure rules. In accordance with such rules, we are permitted to provide more limited executive compensation disclosures. This section discusses the material elements of compensation awarded to, earned by, or paid to the principal executive officer of the Company and the two next most highly compensated executive officers of the Company. These individuals are referred to as the “Named Executive Officers” or “NEOs.”

Summary Compensation Table

The following table presents information regarding the compensation of our NEOs for services rendered during the fiscal year ended December 31, 2024 (the “2024 Fiscal Year”) and the fiscal year ended December 31, 2023:

_____________

Narrative Disclosure to the Summary Compensation Table

The following is a brief description of the compensation arrangements we have with each of the NEOs and other components of their compensation during the 2024 Fiscal Year. The Board makes decisions regarding executive compensation based on recommendations given by the Compensation Committee, which are developed based on the advice and guidance provided by Pearl Meyer, the Compensation Committee’s independent compensation consultant. The goal of the Company’s executive compensation program is to be competitive in order to attract and retain our executive officers while linking a significant portion of cash compensation to performance objectives and providing a portion of executive compensation as long-term incentive compensation in the form of equity awards.

Base Salaries

Base salary is a fixed element within a total compensation package intended to attract and retain the talent necessary to successfully manage our business and execute our business strategies. Base salaries for our NEOs are established based on the scope of their responsibilities, considering relevant experience, internal pay equity, tenure, and other factors deemed relevant. Effective January 1, 2024, the Board approved, upon recommendation by the Compensation Committee, the following base salary changes:

Annual Bonus Program

For the 2024 Fiscal Year, each NEO participated in our Executive Cash Incentive Plan, pursuant to which the Company established the annual bonus program for 2024. Under the annual bonus program for 2024, each NEO was eligible to receive a cash bonus payment based on the Company’s performance. The Board, upon recommendation of the Compensation Committee, established 2024 target annual bonus levels for each NEO, as set forth below:

Under the 2024 annual bonus program, payment of annual bonuses to the NEOs was based on achievement of revenue and adjusted earnings per share (“EPS”) performance targets. The Board and the Compensation Committee selected these measures as those that best align executive performance with the Company’s business objectives and goals. The table below sets forth the threshold, target and maximum performance goals, the Company’s achievement against those performance goals, and the resulting total payout percentage under the 2024 annual bonus program.

_____________

In addition to achieving the performance goals under the 2024 annual bonus program as set forth above, the NEOs successfully navigated significant challenges which resulted in additional time and financial resources spent on legal, regulatory, and capital markets matters and which had a material impact on Adjusted EPS. The Compensation Committee therefore took into account these extraordinary non-recurring costs in determining total bonus payments to ensure a more accurate assessment of the NEOs’ performance. As a result, the Company paid the following annual bonus payments and special bonus payments to the NEOs for the 2024 Fiscal Year:

Long Term Incentive Compensation

The Company maintains the Incentive Plan, pursuant to which the Company may grant RSUs, PSUs, and other equity-based awards.

2024 Awards

On May 29, 2024, the Board, upon recommendation by the Compensation Committee, approved annual equity awards for Mr. Ho and Mr. Forsum consisting of RSUs and PSUs. On July 30, 2024, the Board, upon recommendation by the Compensation Committee, approved annual equity awards for Mr. Porter consisting of RSUs and PSUs. Mr. Ho’s, Mr. Forsum’s, and Mr. Porter’s 2024 RSUs, representing 40% of their target awards, vest ratably over three years. The PSUs, representing 60% of their target awards, may vest from 0% to 200% of the target PSUs based upon the level of achievement of the applicable performance metrics over a three-year performance period, as further described below.

The table below sets forth the number of RSUs and PSUs granted to Mr. Ho, Mr. Forsum, and Mr. Porter:

The 2024 PSUs provide for the opportunity to earn up to 200% of the target amount based on the Company’s performance over a performance period beginning January 1, 2024 and ending December 31, 2026. These PSUs become earned 41.7% based on the Company’s cumulative revenue and 58.3% based on the Company’s average adjusted return on equity (“ROE”), in each case, measured over the three-year performance period, subject to achievement of threshold performance levels (which result in a 50% payout). Achievement of target performance levels results in a 100% payout, and achievement of maximum performance levels results in a 200% payout. Any earned PSUs will be settled in shares of our common stock.

Selection of Cumulative Revenue and Average Adjusted ROE

The Company’s long-term incentive compensation is intended to align the interests of our NEOs with our shareholders by emphasizing pay for performance. The performance measures selected for Mr. Ho’s, Mr. Forsum’s, and Mr. Porter’s PSUs were carefully considered by the Compensation Committee given the Company’s emphasis on prioritizing growth, financial stability and pursuit of long-term shareholder value, and are generally consistent with the performance measures used for Messrs. Ho and Forsum’s five-year PSUs granted in 2022 and Mr. Porter’s three-year PSUs granted in 2022 and 2023. In selecting such measures, the Compensation Committee determined that the most important measures of the Company’s long-term success were cumulative revenue, which is the most consistent measurement of growth over time, and average adjusted ROE, which is an important measurement tool to ensure management is an efficient user of shareholder capital.

Vesting of Previously Granted PSUs

Each of Messrs. Ho, Forsum, and Porter were previously granted PSUs in 2022, a portion of which for Messrs. Ho and Forsum (Tranche 1), and all of which for Mr. Porter, were eligible to become earned based on the Company’s Cumulative Revenue and Average ROE during the portion of the performance period beginning January 1, 2022, and ending December 31, 2024. The table below sets forth the performance goals applicable to the 2022 PSUs, and the Company’s performance thereunder.

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In light of these results, the Board certified achievement of Tranche 1 of the 2022 PSUs held by each of Messrs. Ho and Forsum, and of all the 2022 PSUs held by Mr. Porter, at 0% of target.

Employment Arrangements with the NEOs

Mr. Porter is party to an employment agreement that provided for an initial term which ended on December 31, 2023. Pursuant to Mr. Porter’s agreement, the agreement will automatically renew for successive one-year terms following the expiration of the initial term unless either party gives written notice of non-extension to the other party; thus, such agreement has been automatically renewed for a successive one-year term ending on December 31, 2025. On May 29, 2024, Messrs. Ho and Forsum entered into amended and restated employment agreements with the Company, each retroactively effective to January 1, 2024, that provide for an initial term of three years with automatic one-year renewals unless either party gives written notice of non-extension to the other party. The NEOs’ employment agreements generally provide for an annual base salary, eligibility to participate in the annual bonus plan and eligibility to participate in benefit plans.

Under the employment agreements, each NEO is eligible to receive severance benefits upon certain terminations of employment, as described under “Additional Narrative Disclosure—Potential Payments Upon Termination or Change in Control-Employment Agreements.” The employment agreements also include customary confidentiality covenants.

Outstanding Equity Awards at Fiscal Year-End

The following table reflects information regarding outstanding unvested RSUs and PSUs granted under the Incentive Plan held by each NEO as of December 31, 2024.

_____________

(7) These RSUs will vest as to one-third on each of May 29, 2025, May 29, 2026, and May 29, 2027.

(8) Represents the threshold number of PSUs granted in 2024 which will be eligible to become earned between 0% and 200% of target based on the Company’s cumulative revenue and average adjusted ROE performance during the three-year performance period ending December 31, 2026.

(9) These RSUs will vest as to one-third on each of July 30, 2025, July 30, 2026, and July 30, 2027.

Additional Narrative Disclosure

Retirement Benefits

Other than benefits under the Company’s 401(k) plan, we do not provide the NEOs with any retirement benefits. Under the Company’s 401(k) plan, employees, including the NEOs, are allowed to contribute portions of their eligible compensation to a tax qualified retirement account. Currently, we provide discretionary matching contributions equal to 100% of the first 3% of employees’ eligible compensation contributed to the plan. Employees generally become vested in 20% of the matching contributions made to their tax-qualified retirement account per year.

Potential Payments Upon Termination or Change in Control

Incentive Plan Award Agreements

In the event of the NEO’s death or disability, the RSUs granted under the Incentive Plan will become fully vested, and the PSUs granted under the Incentive Plan, with respect to any incomplete performance period, will become fully vested and earned based on the target performance level.

In the event of an NEO’s involuntary termination without cause (and not as a result of death or disability) or a resignation for good reason, subject to execution and nonrevocation of a general release of claims, the RSUs granted under the Incentive Plan will become fully vested, and the PSUs granted under the Incentive Plan will remain outstanding and eligible to be earned based on actual achievement of the applicable performance measures.

Employment Agreements

The employment agreements with Messrs. Ho, Forsum and Porter provide for certain severance benefits upon the NEO’s involuntary termination without cause (and not as a result of death or disability) or a resignation for good reason, which are each referred to as a “Covered Termination”:

In the event of a Covered Termination at any time other than on a change of control or during the 24-month period following a change in control, each NEO is eligible to receive (i) a lump sum cash amount equal to 2.0x (or, for Mr. Porter, 1.0x) the sum of the NEO’s base salary and target annual bonus, (ii) a pro-rata portion of the NEO’s annual bonus for the year of termination based on actual performance, (iii) payment of or reimbursement for premiums to continue health coverage for 24 months (unless the NEO becomes eligible for coverage under another employer’s plan, at which time the reimbursements will cease), and (iv) full acceleration of any outstanding equity awards, with performance-based awards determined based on the terms of the applicable award agreement or, if the award agreement does not specify, based on the target level of performance.

In the event of a Covered Termination on a change of control or during the 24-month period following a change in control, each NEO is eligible to receive, in lieu of the benefits described in clause (i) above, a lump sum cash amount equal to 2.5x (or, for Mr. Porter, 2.0x) the sum of the NEO’s base salary and target annual bonus. Each NEO is also eligible to receive the benefits described in clauses (ii)-(iv) above.

Additionally, in the event of an NEO’s death or disability, each NEO (or the NEO’s beneficiary or estate) is eligible to receive a pro-rata portion of the NEO’s target bonus for the year of termination and full acceleration of any outstanding equity awards, with performance-based awards determined based on the terms of the applicable award agreement or, if the award agreement does not specify, based on the target level of performance. All severance under the employment agreements is subject to execution of a release of claims. Under the employment agreements:

“Cause” generally means (i) material breach of the NEO’s obligations under any agreement with the Company, (ii) intentional misconduct or material violation of any material written policy, (iii) material breach of any fiduciary duty, or (iv) commission of a felony or crime involving fraud, embezzlement, dishonesty or moral turpitude, subject in the case of clauses (i), (ii) and (iii) to standard notice and cure provisions.

“Change in Control” generally means the occurrence of any one of the following: (i) any person becomes the beneficial owner of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities, (ii) the incumbent directors (and those appointed or nominated by a majority of the incumbent directors) cease to constitute a majority of the Board, (iii) consummation of a merger or consolidation of the Company, other than any merger or consolidation which would result in the holders of the voting securities of the Company continuing to represent at least 50% of the combined voting power of the surviving entity, (iv) implementation of a plan of complete liquidation or dissolution of the Company, or (v) sale of all or substantially all of the Company’s assets to an entity, other than any sale to an entity where the holders of the voting securities of the Company represent at least 50% of the combined voting power of such entity.

“Good Reason” generally includes any of the following arising without the NEO’s prior written consent: (i) material diminution in title, authority, duties or responsibilities, (ii) material reduction in base salary or target bonus, (iii) relocation of the NEO’s principal office by more than 50 miles, or (iv) material breach by the Company of any material provision of the employment agreement, in each case, subject to standard notice and cure provisions.

Grant Practices Specific to Stock Options and Similar Awards

Director Compensation

Members of our Board who are not employees of the Company received the following compensation under our director compensation program in 2024. The director compensation program also provides each member of the Board with reimbursement for reasonable travel and miscellaneous expenses incurred in attending meetings and activities of the Board and its committees. In 2024, the Board approved the following adjustments to our director compensation policy, effective as of January 1, 2024: (i) a $2,000 increase in the annual cash retainer, (ii) a $10,000 increase in the annual equity grant, and (iii) increases of $2,500, $2,000, and $4,000 in the committee membership retainers for service on the Audit Committee, the Compensation Committee and the Nominating and Governance Committee, respectively. The following table describes our director compensation program for 2024:

In accordance with the terms of the director compensation program, each member of our Board (other than Mr. Tian) who is not an employee of the Company received a grant of 13,144 RSUs on June 17, 2024 under the Incentive Plan, which will vest in connection with the 2025 Annual Meeting of Stockholders.

The following table presents information regarding compensation paid to the Company’s directors during the 2024 Fiscal Year:

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Compensation Committee Interlocks and Insider Participation

No interlocking relationship exists between our Board or Compensation Committee and the Board or compensation committee of any other entity, nor has any interlocking relationship existed in the prior three years, with the exception of Messrs. Frank and Hartfield who purchased shares of the Company’s common stock from the March 2024 Underwriters (as defined below) in connection with the March 2024 Offering (as defined below). None of the members of our Compensation Committee has at any time during the prior three years been one of our officers or employees. Please see “Item 13 – Certain Relationships and Related Transactions, and Director Independence” on page 27 below for more information.

Equity Compensation Plan Information

The following table sets forth information about our common stock that may be issued under equity compensation plans as of December 31, 2024. Our only equity compensation plan as of December 31, 2024, was the Incentive Plan.

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Beneficial Ownership of Securities

The following table sets forth information known to the Company regarding beneficial ownership of shares of the Company’s common stock as of April 24, 2025 by:

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options, warrants and certain other derivative securities that are currently exercisable or will become exercisable within 60 days. The percentage of beneficial ownership is based on 36,409,560 shares of Company common stock and 15,525,000 public warrants issued and outstanding as of April 24, 2025. Public warrants entitle the holder to purchase one-tenth of one share of our common stock at $1.15 per one-tenth share ($11.50 per whole share of common stock), may only be exercised in amounts evenly divisible by ten and are non-voting, but may be exercised at any time by the warrant holders.

Unless otherwise indicated, and subject to community property laws and similar laws, the Company believes that all parties named in the table below have sole voting and investment power with respect to all shares of common stock beneficially owned by them, and the business address of each is 1717 E. McKinney Street, Suite 1000, Dallas, TX 75202.

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Policies and Procedures for the Company’s Related Person Transactions

Our Audit Committee charter provides that our Audit Committee must review policies and procedures for the review, approval, and ratification of related person transactions, as defined in applicable SEC rules, review related person transactions, and oversee other related person transactions governed by applicable accounting standards.

Related Person Transaction Policy

We have adopted a written policy on transactions with “Related Persons,” defined in the policy as any (1) person who is or was (since the beginning of the Company’s last completed fiscal year, even if they do not presently serve in that role) an executive officer, director or nominee for election as a director, (2) greater than 5% beneficial owner of the Company’s common stock, or (3) the immediate family members of any of the foregoing. For purposes of this policy, an “Interested Transaction” is defined as any transaction, arrangement, relationship, or series of similar transactions, arrangements, or relationships (including any indebtedness or guarantee of indebtedness) in which (1) the aggregate amount involved since the beginning of the Company’s last completed fiscal year is or is expected to exceed $100,000 (including any periodic payments or installments due on or after the beginning of the Company’s last completed fiscal year and, in the case of indebtedness, the largest amount expected to be outstanding and the amount of annual interest thereon), (2) the Company or any of its subsidiaries is a participant, and (3) any Related Person has or will have a direct or indirect interest. The Audit Committee will review the material facts of all Interested Transactions that require the Audit Committee’s approval and either approve or disapprove of the entry into the Interested Transaction, taking into account, among other factors it deems appropriate, whether the Interested Transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the Related Person’s interest in such Interested Transaction. If advance Audit Committee approval of an Interested Transaction requiring the Audit Committee’s approval is not feasible, then the Interested Transaction will be considered and, if the Audit Committee determines it to be appropriate, ratified at the Audit Committee’s next regularly scheduled meeting. In addition, the policy provides standing pre-approval for certain types of transactions that the Audit Committee has reviewed and determined shall be deemed pre-approved.

Related Party Transactions

Registration Rights

The Company entered into a demand registration rights agreement (the “Demand Registration Rights Agreement”) with respect to the warrants exercisable to purchase one share of the Company’s common stock at an exercise price of $11.50 per share issued to Level Field Capital, LLC (the “Sponsor”) and certain funds and accounts managed by BlackRock, Inc. (the “BlackRock Holders”) in a private placement on the closing date of the initial public offering of our predecessor, LFAC (the “Private Placement Warrants”) and the shares of common stock issuable upon exercise of the foregoing and upon conversion of the shares of Class B common stock of LFAC, issued to the Sponsor in August 2017 (“Founder Shares”). Pursuant to the Demand Registration Rights Agreement, each of those persons holding Founder Shares (each an “LFAC Restricted Stockholder”), and their permitted transferees can demand that we register the shares of common stock into which Founder Shares automatically converted at the time of the consummation of the Business Combination. Holders of our Private Placement Warrants and their permitted transferees could demand that we register the Private Placement Warrants and the shares of common stock issuable upon exercise of the Private Placement Warrants. Under the Demand Registration Rights Agreement, holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of the Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. In June 2022, the Company repurchased all outstanding Private Placement Warrants. Mr. Farhat is the managing member of Level Field Management, LLC, the managing member of Level Field Partners, LLC, which is the managing member of the Sponsor.

Registered Secondary Offerings

On June 12, 2023, the Company entered into an underwriting agreement (the “June 2023 Underwriting Agreement”) with Landsea Holdings and B. Riley Securities, Inc., as representative of the several underwriters named therein (the “June 2023 Underwriters”), pursuant to which Landsea Holdings agreed to sell to the June 2023 Underwriters an aggregate of 3,400,000 shares of the Company’s common stock at a price per share of $7.50 (before underwriting discounts and commissions), for total proceeds of $24.0 million (the “June 2023 Offering”). In addition, through participation in the June 2023 Offering, the Company repurchased from the June 2023 Underwriters 443,478 of the shares sold by Landsea Holdings at the public per share June 2023 Offering price, for a total purchase price of $3.3 million. Messrs. Ho, Forsum and Porter purchased from the June 2023 Underwriters, at the public per share June 2023 Offering price, 40,000, 13,333, and 6,666 of the shares sold by Landsea Holdings, for a total purchase price of approximately $300,000, $100,000, and $50,000, respectively. The Company paid costs, fees, and expenses for the June 2023 Offering of $818,345, and Landsea Holdings received all net proceeds from the sale of common stock pursuant to the June 2023 Underwriting Agreement. The Company did not receive any of the proceeds from the sale of common stock by Landsea Holdings.

On August 21, 2023, the Company entered into an underwriting agreement (the “August 2023 Underwriting Agreement”) with Green Investment Alpha Limited (“Green Investment”), a greater than 5% beneficial owner of the Company at such time, and B. Riley Securities, Inc., as representative of the several underwriters named therein (the “August 2023 Underwriters”), pursuant to which Green Investment agreed to sell to the August 2023 Underwriters an aggregate of 4,207,574 shares of the Company’s common stock at a price per share of $9.75 (before underwriting discounts and commissions), for total proceeds of $39.0 million (the “August 2023 Offering”). In addition, through participation in the August 2023 Offering, the Company repurchased from the August 2023 Underwriters 800,000 of the shares sold by Green Investment at the public per share August 2023 Offering price, for a total purchase price of $7.8 million. The Company paid costs, fees, and expenses for the August 2023 Offering of $307,703, and Green Investment received all net proceeds from the sale of common stock pursuant to the August 2023 Underwriting Agreement. Green Investment is required to reimburse the Company for the costs, fees and expenses incurred in the August 2023 Offering. The Company did not receive any of the proceeds from the sale of common stock by Green Investment. Upon the completion of the sale, Green Investment no longer qualified as a related party.

On March 5, 2024, the Company entered into an underwriting agreement (the “March 2024 Underwriting Agreement”) with Landsea Holdings and with B. Riley Securities, Inc. and BofA Securities, Inc., as representatives of the several underwriters named therein (the “March 2024 Underwriters”), pursuant to which Landsea Holdings agreed to sell to the March 2024 Underwriters an aggregate of 2,800,000 shares of the Company’s common stock at a price per share of $11.60 (before underwriting discounts and commissions), for total proceeds of $30.9 million (the “March 2024 Offering”). In addition, Messrs. Ho, Forsum, Frank, and Hartfield, Mmes. Fadule and Rentzel, and Xinyao Murong, the wife of Mr. Tian, purchased from the March 2024 Underwriters, at the public per share March 2024 Offering price, 17,241, 17,241, 2,155, 2,586, 8,621, 1,034, and 30,000, of the shares sold by Landsea Holdings, respectively, for a total purchase price of $200,000, $200,000, $25,000, $30,000 $100,000, $12,000, and $348,000, respectively. The Company paid costs, fees, and expenses for the March 2024 Offering of approximately $552,123. Landsea Holdings received all net proceeds from the sale of common stock pursuant to the March 2024 Underwriting Agreement. The Company did not receive any of the proceeds from the sale of common stock by Landsea Holdings.

On December 5, 2024, the Company entered into an underwriting agreement (the “December 2024 Underwriting Agreement”) with B. Riley Securities, Inc., as representative of the several underwriters named therein (the “December 2024 Underwriters”) and the selling stockholders named therein (the “Selling Stockholders”), pursuant to which the Selling Stockholders agreed to sell to the December 2024 Underwriters an aggregate of 6,086,957 shares of the Company’s common stock at a price per share of $10.25 (before underwriting discounts and commissions), for total proceeds of $59.4 million (the “December 2024 Offering”). In addition, under the terms of the December 2024 Underwriting Agreement, the Selling Stockholders granted the December 2024 Underwriters the option, for 30 days after the date of the prospectus supplement relating to the December 2024 Offering, to purchase up to 913,043 additional shares of common stock at the public offering price, less underwriting discounts and commissions. The Company paid costs, fees, and expenses for the December 2024 Offering of approximately $0.7 million. The Selling Stockholders received all proceeds from the sale of common stock pursuant to the December 2024 Underwriting Agreement. The Company did not receive any of the proceeds from the sale of common stock by the Selling Stockholders except for approximately $4.3 million that Landsea Holdings paid the Company as settlement for various services provided by the Company to Landsea Holdings pursuant to that certain Settlement Agreement and Release, dated as of December 5, 2024, by and between the Company and Landsea Holdings.

Stockholder’s Agreement

On the Closing Date, pursuant to that certain Agreement and Plan of Merger dated August 31, 2020, the Company and Landsea Holdings entered into the Stockholder’s Agreement whereby, among other things, the parties agreed (i) to certain board composition and nomination requirements, including rights to nominate directors in accordance with defined ownership thresholds, establish certain committees and their respective duties and allow for the compensation of directors, (ii) to provide Landsea Holdings with certain inspection and visitation rights, access to Company management, auditors and financial information, (iii) to provide Landsea Holdings with veto rights with respect to certain actions of the Company, (iv) not to, to the extent permitted by applicable law, share confidential information related to the Company, (v) to waive their right to jury trial and choose Delaware as the choice of law, and (vi) to vote their common stock in furtherance of the aforementioned rights, in each case on terms and subject to the conditions set forth therein. In addition, Landsea Holdings also agreed not to compete with the Company in the “domestic homebuilding business,” as such term is defined therein, so long as it, together with its affiliates, controls more than 10% of the Company or has a representative serving on the Board.

On December 21, 2021, the Company entered into Amendment No. 1 to the Stockholder’s Agreement with Landsea Holdings to amend the terms of the Stockholder’s Agreement, to provide that the size of the Board be increased from nine to eleven directors, and to increase the number of directors designated by Landsea Holdings by one director for so long as the Combined Ownership Percentage (as defined in the Stockholder’s Agreement) is greater than 39%.

On April 25, 2022, the Company entered into Amendment No. 2 to the Stockholder’s Agreement with Landsea Holdings to further amend the terms of the Stockholder’s Agreement to provide that the size of the Board be decreased from eleven to nine directors, and to decrease the number of directors designated by Landsea Holdings by one director for so long as the Combined Ownership Percentage is greater than 39%.

On June 13, 2023, the Company amended and restated the Stockholder’s Agreement with Landsea Holdings to, among other things, provide that, for so long as Landsea Holdings owns at least 6% of the Company’s common stock, Landsea Holdings will have the right to designate the percentage of the total number of directors on the Board as would be equal to the percentage of the Company’s common stock then held by Landsea Holdings (provided that Landsea Holdings’ designees shall represent 75% of the total number of directors when Landsea Holdings owns at least a majority of the Company’s common stock), subject to certain requirements regarding such designees’ independence.

On April 30, 2024, the Company amended and restated the Stockholder’s Agreement to, among other things, further clarify the ability of Landsea Holdings to assign the Stockholder’s Agreement to Permitted Transferees (as defined in the Stockholder’s Agreement) to whom Landsea Holdings has validly transferred capital stock of the Company.

Also on April 30, 2024, the Company entered into an Indemnification Agreement with Landsea Holdings (the “Indemnification Agreement”), pursuant to which, among other things, (i) Landsea Holdings agreed to indemnify the Company for certain losses relating to or arising from (x) Landsea Holdings’ business operations after the closing of the Merger Transaction (as defined in the Indemnification Agreement) and (y) the Holdings Specific Carve-Out Transaction (as defined in the Indemnification Agreement), and (ii) the Company agreed to indemnify Landsea Holdings for certain losses relating to or arising from (w) the Company’s business operations after the closing of the Merger Transaction, (x) the Company’s business operations before the closing of the Merger Transaction that were not known to Landsea Holdings as of the date of the Indemnification Agreement, (y) the Homes Specific Carve-Out Transactions (as defined in the Indemnification Agreement), except for losses resulting from the actions or omissions of Landsea Holdings or any of its employees, successors or assigns, and (z) certain litigation matters specified in the Indemnification Agreement.

Trademark License Agreement

On the Closing Date, Landsea Group, the Company, and certain of the Company’s subsidiaries (together with the Company, the “Licensees”), entered into the Trademark License Agreement, pursuant to which Landsea Group agreed, among other things, to grant the Licensees an exclusive license to use the “Landsea” trademark in connection with the “domestic homebuilding business” (as such term is defined in the Trademark License Agreement). The Trademark License Agreement is for a term of ten years from the Closing Date, and is subject to customary notification and extension terms. In addition, the Trademark License Agreement is subject to certain Company usage standards and Landsea Group continuing to indirectly own, together with its affiliates, more than 6% of the Company’s common stock, in each case on terms and subject to the conditions set forth therein.

On June 30, 2022, the Company, for itself and the other Licensees, entered into the First Amendment to the Trademark License Agreement with Landsea Group, as licensor, pursuant to which, among other things, Landsea Group granted the Licensees the right to sublicense the “Landsea” trademark in the “domestic homebuilding business,” which now expressly includes “mortgage lending,” “title insurance,” “home insurance” and other “settlement services”.

Land and Home Sales

In July 2021, the Company entered into a landbank agreement for a project in its California segment with Landsea Capital Fund I, LLC (“Landsea Capital”), a subsidiary of Landsea Holdings. The Company will make regular payments to Landsea Capital based on an annualized rate of 7% of the undeveloped land costs while the land is developed and will purchase the lots at a predetermined price of $28.9 million at the Company’s discretion. The total amount of interest payments made during the year ended December 31, 2024 was less than $0.1 million. Payments of $4.0 million have been made to purchase developed lots from Landsea Capital during the year ended December 31, 2024.

In December 2021, the Company sold model homes to Landsea Capital for total consideration of $15.2 million. As part of this transaction, the Company leased back these models. The leases completed in April 2024. The total amount of rent payments made during the year ended December 31, 2024 and 2023 was $0.3 million and $0.8 million, respectively. As of December 31, 2024, the Company had no remaining right-of-use or lease liability balances associated with this transaction.

In June 2022, Landsea Capital contributed $55.0 million to LS-LCF CA, LLC (the “LCF JV”), a joint venture between the Company and Landsea Capital. The LCF JV, which is consolidated by the Company, used these proceeds to purchase undeveloped land from the Company. The Company distributed $4.0 million to Landsea Capital during the year ended December 31, 2022. The Company distributed $27.9 million and $22.3 million to Landsea Capital during the years ended December 31, 2024 and 2023, respectively. All intercompany transactions between the Company and the LCF JV have been eliminated upon consolidation.

Director Independence

Please see “—Director Independence” on page 8 above.

Independent Public Accountant

The following is a summary of fees paid or to be paid to Deloitte & Touche LLP for services rendered over the prior two fiscal years.

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Pre-Approval Policy

The Audit Committee has adopted an Audit and Non-Audit Services Pre-Approval Policy, under which the Audit Committee annually reviews and pre-approves the services that are expected to be provided by the outside auditor. Any engagement to provide audit or non-audit services that has not been pre-approved through that process must be specifically pre-approved by the Audit Committee if it is to be provided by the outside auditor. All of the services provided by Deloitte & Touche LLP to us since their appointment were pre-approved by the Audit Committee.

PART IV

(a)       The following documents are filed as a part of this Annual Report:

3.       Exhibits

See exhibits listed under Part (b) below.

(b)       Exhibits

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Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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