SCHEDULE: Mill Road Capital III Completes Full Divestment of Landsea Homes Stake Following Tender Offer

Mill Road Capital III, L.P. and its affiliates have fully divested their 3,197,406 shares of Landsea Homes Corporation common stock at $11.30 per share following a tender offer by Lido Merger Sub, Inc., ceasing all beneficial ownership as of June 25, 2025.

Summary

• Mill Road Capital III, L.P., Mill Road Capital III GP LLC, and Thomas E. Lynch (the "Reporting Persons") have ceased all beneficial ownership of Landsea Homes Corporation common stock.
• This cessation occurred as of the close of business on June 25, 2025, following the completion of a tender offer and subsequent merger.
• Lido Merger Sub, Inc. commenced a tender offer on May 23, 2025, to acquire all outstanding shares of Landsea Homes Common Stock at a price of $11.30 per share.
• Mill Road Capital III, L.P. (the "Fund") tendered 3,197,406 shares of Common Stock into this offer.
• On June 24, 2025, Lido Merger Sub, Inc. accepted all tendered shares for purchase.
• As a result of the merger ensuing from the tender offer, the Reporting Persons no longer hold any direct or indirect beneficial ownership in Landsea Homes Corporation.
• The Reporting Persons had not engaged in any other transactions involving Landsea Homes Common Stock between May 19, 2025, and July 1, 2025.
• As of June 25, 2025, the Reporting Persons ceased to beneficially own 5.0% or more of the class of shares.

Sentiment

Score: 7

Explanation: The sentiment is positive for the reporting entity as they successfully exited their investment at a specified price. For the issuer, it signifies the completion of a corporate transaction (tender offer/merger), which is generally a neutral to positive event if it proceeds as planned.

Positives

• Mill Road Capital III successfully exited its investment in Landsea Homes Corporation by tendering 3,197,406 shares at $11.30 per share.
• The tender offer by Lido Merger Sub, Inc. provided a clear liquidity event for shareholders.

Future Outlook

No forward-looking statements or guidance are provided in this document, as it reports on a completed transaction.

Industry Context

This filing reflects a specific change in ownership structure for Landsea Homes Corporation, indicating the successful completion of a tender offer and merger. It does not provide broader insights into industry trends but highlights a consolidation event within the homebuilding or real estate sector, where M&A activity can occur.

Stakeholder Impact

• Shareholders who tendered their shares, including Mill Road Capital III, received $11.30 per share, realizing their investment.
• The completion of the tender offer and merger signifies a change in the ownership structure of Landsea Homes Corporation.

Key Dates

Keywords

Landsea Homes Corporation, Mill Road Capital III, Schedule 13D, Tender Offer, Merger, Beneficial Ownership, Divestment, Common Stock, Lido Merger Sub Inc., Share Sale