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 | ||
| The 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 |