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 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

 LANDSEA HOMES CORPORATION

 (Exact
 name of registrant as specified in its charter)

 Delaware

 82-2196021

 (State
 or Other Jurisdiction of

 Incorporation or Organization)

 (I.R.S.
 Employer

 Identification Number)

 1717 McKinney Avenue, Suite 1000
 Dallas, Texas

 75202

 (Address
 of Principal Executive Offices)

 (Zip
 Code)

 (949) 345-8080

 (Registrant's
 Telephone Number, Including Area Code)

 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

 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

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

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

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

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.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 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.

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.

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).

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

 On February 27, 2025, Landsea Homes
Corporation (the "Company") filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the "Original
Form 10-K"). This Amendment No. 1 (the "Amendment") amends Part III, Items 10 through 14 of the Original Form 10-K
to include information previously omitted from the Original Form 10-K in reliance on General Instruction G(3) to Form 10-K. General Instruction
G(3) to Form 10-K provides that registrants may incorporate by reference certain information from a definitive proxy statement
which involves the election of directors if such definitive proxy statement is filed with the Securities and Exchange Commission
(the "SEC") within 120 days after the end of the fiscal year or as an amendment to the Form 10-K if such amendment is filed
no later than the end of the 120-day period. The reference on the cover of the Original Form 10-K to the incorporation by reference to
portions of our definitive proxy statement into Part III of the Original Form 10-K is hereby deleted. Pursuant to
the rules of the SEC, Part IV, Item 15 has also been amended to contain the currently dated certifications from the Company's principal
executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 Except as described above, this
Amendment does not amend any other information set forth in the Original Form 10-K, and we have not updated disclosures included therein
to reflect any subsequent events. This Amendment should be read in conjunction with the Original Form 10-K and with our filings with the
SEC subsequent to the Original Form 10-K.

 Page

 Item 10. Directors, Executive Officers and Corporate Governance

 Item 11. Executive Compensation

 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13. Certain Relationships and Related Transactions, and Director Independence

 Item 14. Principal Accountant Fees and Services

 Item 15. Exhibits and Financial Statement Schedules

 Signatures

 PART
III

 Item 10.
 Directors, Executive Officers and Corporate Governance

 DIRECTORS AND EXECUTIVE OFFICERS

 Name

 Age

 Director Since

 Position

 Committees

 Bruce Frank

 2021

 Chairman of the Board

 Audit; Compensation; Nominating and Governance (Chair)

 2021

 Chief Executive Officer, Director

 Executive Land (Chair); ESG (Chair)

 Qin (Joanna) Zhou

 2021

 None

 2021

 Audit; Compensation; Executive Land; ESG

 2021

 Audit (Chair); Nominating and Governance; Executive Land; ESG

 Rajinder Singh

 2024

 None

 Susan Lattmann

 2025

 Compensation (Co-Chair); Nominating and Governance

 2021

 Compensation (Co-Chair); Nominating and Governance; Executive Land; ESG

 Bruce Frank

 o
 Morgan Stanley Direct Lending Fund*

 o
 SL Investment Fund II*

 o
 T Series Middle Market Loan Fund LLC*

 o
 North Haven Private Income Fund LLC*

 o
 North Haven Private Income Fund A, LLC*

 o
 LGAM Private Credit LLC*

 * Entities related within
the same fund family

 o
 Served on the Landsea Homes Incorporated ("Landsea Homes") board from 2015 until the business
combination (the "Business Combination") with LF Capital Acquisition Corp. ("LF Capital")

 o
 Served as a senior partner within the assurance service line of Ernst & Young LLP's real estate
practice from April 1997 to June 2014, when he retired

 o
 Chairs the Audit Committee and serves on the Nominating and Corporate Governance
Committee of each of Morgan Stanley Direct Lending Fund, SL Investment Fund II, T Series Middle Market Loan Fund LLC, North Haven Private
Income Fund LLC, North Haven Private Income Fund A, LLC, and LGAM Private Credit LLC

 o
 Served as a member of the board of directors of VEREIT, Inc. from July 2014 through March 2017 and was
a member of its Audit and Nominating and Corporate Governance Committees

 o
 Served as a member of the board of directors of ACRE Realty Investors Inc. from October 2014 through October
2017 and was a member of its Audit and Compensation Committees

 o
 Earned a bachelor's degree from Bentley College

 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.

 o
 None

 o
 Established Landsea Homes in August 2013 and served as its CEO and board member from 2014 until the Business
Combination

 o
 Has served as CEO of the Company since the Business Combination and served as interim Chief Financial
Officer of the Company from the Business Combination until December 2021

 o
 Served as interim Chief Financial Officer of Landsea Homes from January 2019 until the Business Combination

 o
 Served as Director of Jones Lang LaSalle ("JLL") from July 2011 to October 2013, and Vice
President at JLL from December 2008 to June 2011. During that time, he led the firm in international business development, focused on
delivering transactional, consultancy, and other integrated real estate services to businesses investing overseas

 o
 Served as a director of Landsea Holdings Corporation ("Landsea Holdings") from 2014 to January
2021

 o
 Received a bachelor's degree from the University of Southern California and an MBA from the UCLA
Anderson School of Management

 Qin (Joanna) Zhou

 Past Public Company Boards

 o
 Landsea Green Management Limited ("Landsea Green")

 o
 Landsea Green Life Service Company Limited ("Landsea Green Life Service")

 o
 Served on the Landsea Homes board from 2013 until the Business Combination

 o
 CEO and director of Landsea Holdings from January 2021 to August 2023,
and January 2025 to present

 o
 Joined Landsea Green in 2002 and served as the regional General Manager in multiple locations, such as
Nanjing, Suzhou and Shanghai. Ms. Zhou retired by rotation from Landsea Green effective June 19, 2020, to focus on the business efforts
of Landsea Group, the controlling stockholder of Landsea Green

 o
 Served as Non-Executive director for Landsea Green from January 2015 to August 2016, when she was redesignated
as an Executive Director, in which capacity she served until 2020

 o
 Served as the assistant to the Chairman, General Manager of Shanghai Landsea Architecture Technology Co.,
Ltd. and general manager of Landsea Architecture Design Institute. Ms. Zhou also served as the Chief Human Resources Officer of Landsea
Group, and has served as Chief International Officer and Vice President of Landsea Group since 2015

 o
 Served as Executive Director and Vice Chairwoman of the Board of Landsea Green Life Service from July
2021 to March 2024

 o
 Received an Executive MBA from China Europe International Business School and an MBA from Nanjing University

 Past Public Company Boards

 o
 LF Capital Acquisition Corp ("LFAC")

 o
 LF Capital Acquisition Corp II

 o
 Served on the LFAC board from 2017 until the Business Combination

 o
 Served as President of Andesite Advisors, Inc., an advisory firm, since November 2021

 o
 Served as Executive Chairman and Chief Executive Officer of LF Capital Acquisition Corp II, a special
purpose acquisition company, from November 2021 to November 2023

 o
 Served as Chief Strategy Officer for Candriam, an asset management company with over $170 billion under
management from October 2016 to October 2021

 o
 Former member of Candriam's Group Strategy Committee and Executive Committee

 o
 Partner of Capital E, a private equity and real estate firm, from 2003 to 2016 and held several board
and advisory positions at portfolio companies with ties to Capital E

 o
 In 2003, founded Velocity Advisors, a private equity advisory firm which sourced and structured transactions
on behalf of institutional investors, and served as Managing Partner from 2003 to 2016

 o
 Vice President and Partner at Bain & Company from 1990 to 2002, where he spent 12 years as a management
consultant across Europe, the U.S. and Latin America and has advised boards, CEOs and senior management of Fortune 1000 companies as well
as several buyout funds on a broad range of strategic, operational, financial and organizational issues

 o
 Led Bain's Private Equity Group activities in the Southern US region and was involved in its Investment
Committee

 o
 Previously served as a director of Huron Inc. and CBI, Inc.

 o
 Graduate of Ecole Sup rieure des Sciences Economiques et Commerciales (ESSEC) in Paris

 o
 None

 o
 Has served as Chief Financial and Investment Officer at JPI, a developer, builder and investment manager,
since 2021

 §
 Led the successful acquisition of JPI's platform by Sumitomo Forestry (TYO: 1911) in November 2023

 §
 Spear-headed strategic transactions totaling over $3 billion in deal volume

 §
 2023 NMHC 8th largest developer and #1 fastest growing developer in the US

 o
 Founder and Partner of Cephas Partners, a private equity firm formed in 2012 that specializes in alternative
investments with a primary focus on real estate opportunities

 o
 Prior to joining Cephas Partners in 2012, served as Vice President at Bank of America Merrill Lynch in
the Real Estate Principal Investments group in New York, from May 2006 to December 2011

 o
 Since 2015 has invested in and advised multiple companies bringing new technologies to the real estate
and construction industries

 o
 Previously served on the Global CREW Network board, serving over 11,000 women in commercial real estate

 o
 Currently serves as a director on the boards of directors of private companies, including:
Pallet, a Social Purpose Corporation focused on portable shelter systems, and NavigatorCRE

 o
 2024 Globe St. Woman of Influence

 o
 NAIOP National Developing Leader Award

 o
 BisNow Seattle Power Woman

 o
 Puget Sound Business Journal's 40 under 40

 o
 AEC Innovator

 o
 Received a Bachelor's degree in history and science from Harvard University

 Rajinder Singh

 o
 None

 o
 Served as Founder and Managing Partner of SCA Partners LLC, an advisory and consulting firm, since 2023

 o
 Served as a director of BM Technologies, Inc., a financial technology company, from January 2023 to March
2023

 o
 Served as Co-Chief Executive Officer of BM Technologies, Inc. from March 2023 to August 2023

 o
 Held several positions with Raymond James & Associates, Inc. from 2002 to January 2023

 o
 Received a BS in Accounting from Rutgers University and an MBA from the University of North Carolina at
Chapel Hill

 Susan Lattmann

 o
 Aterian, Inc.

 o
 Superior Group of Companies

 o
 Has served as Chief Financial Officer for The Row, an international privately held luxury apparel retailer,
since August 2021

 o
 Previously, worked for Bed Bath & Beyond Inc., an American chain of domestic merchandise retail stores,
for more than 23 years where she held several roles, including Chief Administrative Officer from May 2018 to December 2019; Chief Financial
Officer and Treasurer from February 2014 to May 2018, and leading many areas including finance, merchandising operations, real estate,
and information technology

 o
 Began professional career at Arthur Andersen LLP, and held progressive roles including Audit Manager during
her tenure, auditing public and private companies in the consumer products, gaming and financial industries

 o
 Currently serves as a director on the board of directors of Aterian, Inc. the Superior Group of Companies,
Farmer Focus, and ARCTRUST III

 o
 Received a B.S. in Business Administration, magna cum laude, from Bucknell University, is a member of
the National Association of Corporate Directors, holds a Private Company Governance Certification from the Private Directors Association,
and is a Certified Public Accountant

 o
 None

 o
 Served on the Landsea Homes board from 2017 until the Business Combination

 o
 Served as a senior advisor at Annascaul Advisors LLC, a registered broker-dealer, in New York from 2006
to 2010, when he retired

 o
 Served as managing director of the Homebuilding and Building Products Group at the global investment bank
Houlihan Lokey Howard & Zukin from 2002 to 2006

 o
 Served as a managing director and partner at investment bank Dillon Read & Co. and its successor firm,
UBS AG, from 1982 to 2001, where he was a senior member of the Homebuilding and Building Products Group and headed the Private Financing
Group. His clients included Meritage Homes, Ryland Homes, KB Homes and Highland Homes. At UBS, he started the Private Equity Group

 o
 Received a B.S. from the University of Oregon and an MBA from Leonard N. Stern School of Business at New
York University

 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.

 Name

 Age

 Position

 Chief Executive Officer; Director

 President; Chief Operating Officer

 C. Kelly Rentzel

 General Counsel

 Chief Financial Officer

 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.

 AUDIT COMMITTEE

 Mollie Fadule (Chair)

 Bruce Frank

 The primary role of the Audit Committee is to exercise
 primary financial oversight on behalf of the Board. The Company's management team is responsible for preparing financial statements,
 and the Company's independent registered public accounting firm is responsible for auditing those financial statements.

 We have adopted a committee charter that details the
 principal functions of the Audit Committee, including:

 the
 appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered
 public accounting firm engaged by us;

 obtaining
 and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditors' internal quality-control
 procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm,
 or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more
 independent audits carried out by the independent auditor and any steps taken to deal with such issues;

 pre-approving
 all audit and permissible non-audit services to be provided by the independent auditors or any other registered public accounting firm
 engaged by us, and establishing pre-approval policies and procedures;

 and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;

 and discussing with management and the independent auditor our annual audited and quarterly financial statements, including management's
 discussion and analysis of financial condition and operations and the independent auditor's reports related to the financial statements;

 receiving
 reports from management and the independent auditors on, and review and discuss the adequacy and effectiveness of, our internal controls
 and disclosure controls;

 the Company's data privacy and cybersecurity risk management and mitigation program, including overseeing and periodically reviewing
 the Company's Incident Response Plan;

 establishing
 hiring policies for employees and former employees of the independent auditors;

 establishing
 and overseeing procedures for handling reports of potential misconduct;

 establishing and periodically reviewing policies and procedures for the review, approval and ratification
 of related person transactions, as defined in applicable SEC rules, reviewing related person transactions, and overseeing other related
 person transactions governed by applicable accounting standards; and

 annually
 evaluating the performance of the Audit Committee and assessing the adequacy of the Audit Committee's charter.

 Under the Nasdaq listing rules and applicable SEC
 rules, we are required to have an audit committee of at least three members, each of whom must be independent. Each member of the Audit
 Committee is financially literate, and our Board has determined that Mr. Frank, an independent director as defined under the Nasdaq listing
 rules, qualifies as an "audit committee financial expert" as defined in applicable SEC rules and has accounting or related
 financial management expertise.

 The Audit Committee has established and oversees procedures
 for handling reports of potential misconduct, and whereby complaints or concerns regarding accounting, internal accounting controls, auditing
 or federal securities law matters may be submitted anonymously to the Audit Committee. The Audit Committee has the authority to retain
 counsel and other advisers as it determines appropriate to assist in performance of its functions at our expense.

 COMPENSATION COMMITTEE

 Thomas Hartfield (Co-Chair)

 Susan Lattmann (Co-Chair)

 Bruce Frank

 The Compensation Committee is responsible for approving,
 or recommending to the Board for approval, the compensation payable to the executive officers of the Company and administering the Company's
 equity compensation plans.

 The Compensation Committee acts on behalf of and in
 conjunction with the Board to establish or recommend the compensation of our executive officers and to provide oversight of our overall
 compensation philosophy, policies and programs.

 We have adopted a committee charter that details the
 principal functions of the Compensation Committee, including:

 and approving on an annual basis the corporate goals and objectives relevant to our CEO's compensation, evaluating our CEO's
 performance in light of such goals and objectives, and recommending to the Board for approval the compensation of our CEO based on such
 evaluation;

 the evaluation of executive officers other than the Chief Executive Officer and reviewing and recommending to the Board for approval on
 an annual basis the compensation of such other executive officers;

 administering
 and making recommendation to the Board with respect to our incentive compensation and equity-based remuneration plans that are subject
 to Board approval;

 approving
 and amending or modifying the terms of other compensation and benefit plans;

 and recommending to the Board for approval employment and severance arrangements for our executive officers;

 assisting
 management in complying with our proxy statement and annual report disclosure requirements, and overseeing preparation of the compensation
 committee report when required by SEC rules for inclusion in our annual report and proxy statement;

 the administration of the Company's clawback policy, and reviewing and recommending changes in the policy to the Board from time
 to time as appropriate;

 reviewing,
 evaluating and recommending changes, if appropriate, to the remuneration for directors; and

 annually
 evaluating the performance of the Compensation Committee and assessing the adequacy of the Compensation Committee's charter.

 The Compensation Committee may delegate its duties
 and responsibilities to one or more subcommittees, consisting of not less than two members of the Compensation Committee, as it determines
 appropriate.

 The Compensation Committee is composed of four directors,
 with all directors meeting Nasdaq independence requirements, and otherwise meeting Nasdaq compensation committee composition 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. As we are no longer a "controlled company," each member of the Compensation Committee
 is now required to satisfy Nasdaq's independence requirements, subject to a one-year transition period.

 The Compensation Committee has the authority, in its
 sole discretion, to retain or obtain the advice of a compensation consultant, legal counsel, or other advisers, at our expense, and are
 directly responsible for the appointment, compensation, and oversight of the work of any such advisers. However, before engaging or receiving
 advice from a compensation consultant, external legal counsel, or any other adviser, the Compensation Committee considers the independence
 of each such adviser, including the factors required by Nasdaq and the SEC.

 The Compensation Committee has engaged Pearl Meyer
 as its compensation consultant. Pearl Meyer did not provide any other services to the Company or management, and Pearl Meyer only received
 fees from the Company for the services it provided to the Compensation Committee. The Compensation Committee evaluated Pearl Meyer's
 independence under the applicable Nasdaq and SEC standards and concluded that Pearl Meyer was independent of the Company and that its
 services raised no conflicts of interest. The Company's Chief Executive Officer and President/Chief Operating Officer were invited
 to participate in discussions regarding the 2024 compensation program and to give their recommendations.

 NOMINATING AND GOVERNANCE COMMITTEE

 Bruce Frank (Chair)

 Susan Lattmann

 The Nominating and Governance Committee assists the
 Board by identifying and recommending individuals qualified to become members of the Board. The Nominating and Governance Committee is
 responsible for evaluating the composition, size, and governance of the Board and its committees and making recommendations regarding
 future planning and the appointment of directors to the committees, establishing procedures for considering stockholder nominees to the
 Board, reviewing the corporate governance principles, and making recommendations to the Board regarding possible changes; and overseeing
 and monitoring compliance with our Code of Business Conduct and Ethics.

 We have adopted a committee charter, which details
 the purpose and responsibilities of the Nominating and Governance Committee, including:

 and recommending to the Board the skills, experience, characteristics, and other criteria for identifying and evaluating directors;

 identifying,
 reviewing the qualifications of, and recruiting individuals qualified to serve as directors, consistent with criteria approved by the
 Board, and recommending to our Board candidates for nomination for election at the Annual Meeting of Stockholders or to fill vacancies
 on our Board;

 developing
 and recommending to our Board a set of corporate governance guidelines;

 annually
 reviewing the Board's leadership structure and recommending changes to the Board as appropriate, and making recommendations to the
 independent directors regarding the appointment of the lead independent director;

 succession planning for positions held by senior executive officers and reviewing succession planning and management development at least
 annually with the Board;

 the annual self-evaluation of our Board, its committees, and individual directors; and

 annually
 evaluating the performance of the Nominating and Governance Committee and assessing the adequacy of the Nominating and Governance Committee's
 charter.

 The Nominating and 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 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 we
 are no longer a "controlled company," each member of the Nominating and Governance Committee is now required to satisfy Nasdaq's
 independence requirements, subject to a one-year transition period.

 The Nominating and Governance Committee has the authority
 to retain counsel and other advisers as it determines appropriate to assist in performance of its functions at our expense, including
 any search firm to be used to identify director candidates, and to approve the fees and other retention terms of any such advisers.

 EXECUTIVE LAND COMMITTEE

 John Ho (Chair)

 The Executive Land Committee reviews and approves
 certain proposed transactions, including land purchases, borrowings, land sales, and joint ventures.

 The Executive Land Committee has the authority to
 retain advisers as it determines appropriate to advise the committee and can set the terms (including approval of fees and expenses) of
 all such engagements, and to terminate any such engagements, and the Company will provide for appropriate funding, as determined by the
 committee, for paying fees to such advisors engaged by the committee.

 ESG COMMITTEE

 John Ho (Chair)

 The ESG Committee discusses the Company's current ESG status, sustainability reporting, and utilization of existing operational resources.

 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.

 BOARD

 Oversees the Company's processes for assessing
 and managing risk

 AUDIT COMMITTEE

 COMPENSATION COMMITTEE

 NOMINATING &
 GOVERNANCE COMMITTEE

 Reviews and discusses the Company's practices with respect to risk assessment and risk management, and risks related to matters including the Company's financial statements and financial reporting processes, compliance, business conduct and ethics, and information technology and cybersecurity.

 Oversees the assessment of the risks related to the Company's compensation policies and programs applicable to officers and employees, and reports to the Board on the results of this assessment.

 Oversees risks related to corporate governance, including ESG and succession planning regarding the Chief Executive Officer and members of the Board.

 MANAGEMENT

 Chief Executive Officer, Chief Financial Officer, President and Chief Operating Officer, Chief Accounting Officer, General Counsel, Vice President of Information Technology, and other members of management monitor and implement policies for managing the Company's risks, including those related to legal, accounting financial and cybersecurity matters, and report periodically on these matters to the Board and its Committees.

 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  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  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.

 Item 11.
 Executive Compensation

 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:

 Name And Principal Position

 Year

 Salary
 ($)

 Bonus
 ($)(1)

 Stock Awards ($)(2)

 Non-Equity Incentive Plan Compensation
 ($)(3)

 All Other
 Compensation ($)(4)

 Total
 ($)

 2024

 850,000

 75,000

 2,026,500

 948,000

 17,282

 3,916,782

 Chief Executive Officer

 2023

 800,000

 —

 —

 1,692,000

 20,652

 2,512,652

 2024

 850,000

 75,000

 2,026,500

 948,000

 13,000

 3,912,500

 President and Chief Operating
 Officer

 2023

 800,000

 —

 —

 1,692,000

 14,313

 2,506,313

 2024

 490,000

 25,000

 339,264

 292,000

 5,912

 1,152,176

 Chief Financial Officer

 2023

 470,000

 —

 299,582

 522,000

 17,380

 1,308,962

 (1)
 Amounts in this column represent special bonuses paid under our annual bonus program in respect of the
2024 Fiscal Year. For more information regarding these special bonuses, see "Narrative Disclosure to the Summary Compensation Table-Annual
Bonus Program" below.

 (2)
 Amounts in this column for 2024 represent the grant date fair value computed in accordance with FASB ASC
Topic 718 of (i) restricted stock units ("RSUs") granted to Mr. Ho and Mr. Forsum on May 29, 2024, which have a per RSU grant
date fair value of $9.65, (ii) RSUs granted to Mr. Porter on July 30, 2024, which have a per RSU grant date fair value of $12.16, each
calculated based on the closing price of the common stock on the date of grant, (iii) performance share units ("PSUs") granted
to Mr. Ho and Mr. Forsum on May 29, 2024, which have a per target PSU grant date fair value of $9.65, and (iv) PSUs granted to Mr. Porter
on July 30, 2024, which have a per target PSU grant date fair value of $12.16, each calculated based on the closing price of the common
stock on the date of grant, in each case, under the 2020 Stock Incentive Plan (the "Incentive Plan"). Please read Note 14
to our consolidated financial statements in our Form 10-K for a discussion of the assumptions used to determine the FASB ASC Topic 718
value of the RSU and PSU awards and "Narrative Disclosure to the Summary Compensation Table—Long Term Incentive Compensation—2024
Awards" for more details regarding these awards. PSUs are shown based on the probable outcome of the applicable performance conditions.
If maximum performance were assumed, the value of the PSUs granted to each of Mr. Ho and Mr. Forsum as of the date of grant would be $2,431,800
and the value of the PSUs granted to Mr. Porter as of the date of grant would be $407,117.

 (3)
 Amounts in this column represent amounts paid under our annual bonus program for performance in the applicable
Fiscal Year. For more information regarding the annual bonus program for 2024 see "Narrative Disclosure to the Summary Compensation
Table-Annual Bonus Program" below.

 (4)
 Amounts in this column include (i) matching contributions under our 401(k) plan made during the 2024 Fiscal
Year and (ii) other perquisites and benefits, which include Company payments of automobile leases and automobile allowances, monthly cell
phone allowances, gym memberships, and executive physicals through Hoag Executive Health.

 Name

 Company
 401(K)
 Matching
 Contributions
 ($)

 Other
 ($)

 Total
 ($)

 4,615

 12,667

 17,282

 —

 13,000

 13,000

 2,712

 3,200

 5,912

 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:

 Name

 2023 Base
 Salary

 2024 Base
 Salary

 $
 800,000

 $
 850,000

 $
 800,000

 $
 850,000

 $
 470,000

 $
 490,000

 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:

 Name

 2024 Target Annual Bonus

 $
 1,200,000

 $
 1,200,000

 $
 370,000

 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.

 Performance Measure

 Weighting

 Threshold
 (50%

 Target
 (100%

 Maximum
 (200%

 Actual
 Results

 Weighted
 Payout
 Percentage

 Revenue (1)

 %

 $ 1,148.4

 $ 1,531.2

 $ 1,914

 $ 1,550.337

 %

 Adjusted EPS (2)

 %

 $
 1.14

 $
 1.52

 $
 1.91

 $
 1.14

 %

 Total Payout Percentage:

 %

 (1)
 Revenue means the Company's total revenue, calculated in accordance with U.S. GAAP.

 (2)
 Adjusted EPS means (i) the Company's net income, calculated in accordance with U.S. GAAP, adjusted
to exclude the effects of related party interest that was pushed down by our parent company, purchase accounting adjustments for acquired
work in process inventory related to business combinations, the impact from our unconsolidated joint ventures, loss on debt modification,
and real estate inventories impairment and abandoned project costs, and tax-effected using a blended statutory tax rate, divided by (ii)
the diluted weighted average shares of common stock outstanding (36,409,560).

 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:

 Name

 2024 Annual Bonus

 2024 Special Bonus

 $
 948,000

 $
 75,000

 $
 948,000

 $
 75,000

 $
 292,000

 $
 25,000

 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:

 Name

 Number of RSUS

 Target Number of PSUS

 84,000

 126,000

 84,000

 126,000

 Chris Porter

 11,160

 16,740

 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.

 Performance Measure

 Weighting

 Threshold
 (50%

 Target
 (100%

 Maximum
 (200%

 Over-Achievement (400% Payout)

 Actual
 Results

 Weighted
 Payout
 Percentage

 Cumulative Revenue (1)

 %

 $ 4,205.94

 $ 5,607.92

 $ 7,009.90

 $ 8,411.88

 $ 4,206.8

 %

 Average ROE (2)

 %

 13.13
 %

 17.50
 %

 21.88
 %

 26.25
 %

 6.27
 %

 %

 Total Payout Percentage:

 %

 (1)
 Cumulative Revenue means the sum of the Revenue for each fiscal year during the performance period. Revenue
means the Company's total revenue, calculated in accordance with U.S. GAAP.

 (2)
 Average ROE means the average of the Company's Annual ROE for each fiscal year during the performance
period. Annual ROE means, with respect to a fiscal year, (i) the Company's net income (loss), calculated in accordance with GAAP,
divided by total stockholders' equity, calculated in accordance with GAAP.

 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.

 Stock Awards

 Name

 Number Of Shares Of Units Of Stock That Have Not Vested (#)

 Market Value Of Shares Or Units Of Stock That Have Not Vested ($)(1)

 Equity Incentive Plan Awards: Number Of Unearned Shares, Units Or Other Rights That Have Not Vested (#)

 Equity Incentive Plan Awards: Market Or Payout Value Of Unearned Shares, Units Or Other Rights That Have Not Vested ($)(1)

 2021 RSUs(2)

 62,154

 527,687

 2022 PSUs(3)

 250,000

 2,122,500

 2024 RSUs(7)

 84,000

 713,160

 2024 PSUs(8)

 63,000

 534,870

 2021 RSUs(2)

 62,154

 527,687

 2022 PSUs(3)

 250,000

 2,122,500

 2024 RSUs(7)

 84,000

 713,160

 2024 PSUs(8)

 63,000

 534,870

 2022 RSUs(4)

 4,673

 39,674

 2022 PSUs(10)

 10,514

 89,264

 2023 RSUs(5)

 8,356

 70,942

 2023 PSUs(6)

 9,401

 79,814

 2024 RSUs(9)

 11,160

 94,748

 2024 PSUs(8)

 8,370

 71,061

 (1)
 Amounts in these columns reflect the value of outstanding RSUs or PSUs as of December 31, 2024, based
on a per share price of $8.49, the closing price of the common stock on December 31, 2024, the last trading day of the 2024 Fiscal Year.

 (2)
 These RSUs vested on March 15, 2025.

 (3)
 Represents the threshold number of PSUs originally granted in 2022 which will be eligible to become earned
as follows: between 0% and 400% of target based on the Company's cumulative revenue and average ROE performance one-half during
the three-year performance period ended December 31, 2024 and one-half during the five-year performance period ending December 31, 2026.
The first half vested at 0% of target during 2025.

 (4)
 These RSUs vested on April 6, 2025.

 (5)
 These RSUs vested as to one-half on April 6, 2025 and will vest as to the remaining one-half on April
6, 2026.

 (6)
 Represents the target number of PSUs granted in 2023 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, 2025.

 (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.

 (10)
 Represents the threshold number of PSUs originally granted in 2022 which vested at 0% of target during
2025 based on the Company's cumulative revenue and average ROE performance during the three-year performance period ending December
31, 2024.

 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

 We do not currently grant and have never granted stock
options or similar awards to our NEOs; however, we grant options to certain other key employees annually depending on Company performance.
The Company typically grants such options in mid-March, shortly (but more than one business day) after the filing of our Annual Report
on Form 10-K. We do not currently have a formal grant policy in place for equity-based awards, but the Company does not grant such options
in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock.
During fiscal year 2024, we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive
compensation.

 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:

 Annual Cash Retainer:

 $
 72,000

 Committee Chairperson Retainers:

 Audit Committee

 $
 25,000

 Compensation Committee

 $
 20,000

 Nominating and Governance Committee

 $
 20,000

 Executive Land Committee

 $
 10,000

 Committee Membership Retainers:

 Audit Committee

 $
 12,500

 Compensation Committee

 $
 10,000

 Nominating and Governance Committee

 $
 10,000

 Executive Land Committee

 $
 5,000

 ESG Committee

 $
 5,000

 Lead Director Retainer:

 $
 25,000

 Chairman Retainer:

 $
 200,000

 Target Value of Annual Equity Grant (RSUs):

 $
 125,000

 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:

 Name

 Fees Earned or Paid In Cash
 ($)

 Stock
 Awards
 ($)(1)

 Total
 ($)

 91,694

 217,351

 96,694

 222,351

 Bruce Frank (2)

 171,167

 296,824

 107,000

 232,657

 Rajinder Singh (3)

 4,452

 61,087

 65,539

 Martin Tian (3)

 166,667

 —

 166,667

 Joanna Zhou

 98,972

 224,629

 (1)
 Amounts in this column represent the aggregate grant date fair value of RSUs granted during the 2024 Fiscal
Year, calculated in accordance with FASB ASC Topic 718 based on the closing price of the common stock on the applicable date of grant:
$9.56 for the RSUs granted on June 17, 2024 and $8.54 for the RSUs granted on December 30, 2024. As of December 31, 2024, each of the
non-employee directors (other than Mr. Tian and Mr. Singh) held 13,144 unvested RSUs. Mr. Singh held 7,153 unvested RSUs and Mr. Tian
did not hold any unvested RSUs.

 (2)
 Mr. Frank was appointed Chairman of the Board in September 2024. Thus, his compensation amount was pro-rated
for his partial year of service as Chairman.

 (3)
 Mr. Tian served on our Board until his resignation from the Board in October 2024. Mr. Singh was appointed
to our Board in December 2024. Thus, their compensation amounts were pro-rated for their partial year of service.

 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.

 Pay Versus Performance

 As discussed in the "Executive Compensation"
disclosures above, the Board and the Compensation Committee have implemented an executive compensation program designed to link a substantial
portion of each executive's realized compensation to the achievement of the Company's performance objectives as well as to
align realized compensation with changes in the value of stockholders' investments. As required by Section 953(a) of the Dodd-Frank
Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information regarding
the compensation of our NEOs and the Company's performance.

 Year

 Summary Compensation Table Total For CEO (1)
 ($)

 Compensation Actually Paid To CEO (2)
 ($)

 Average Summary Compensation Table Total For Non-CEO NEOs (3)
 ($)

 Average Compensation Actually Paid to Non-CEO NEOs (4)
 ($)

 Value of Initial Fixed $100 Investment Based on Total Shareholder Return (5)
 ($)

 Net Income (6)
 ($ In Thousands)

 2024

 3,916,782

 3,046,325

 2,532,338

 1,986,615

 79.94

 18,534

 2023

 2,512,652

 3,621,182

 1,907,638

 2,527,876

 123.73

 32,650

 2022

 6,459,924

 1,584,072

 3,949,907

 1,417,792

 49.06

 75,665

 (1)
 Represents the amounts reported for Mr. Ho, our Chief Executive Officer ("CEO"), in the "Total"
column of the Summary Compensation Table in each applicable year.

 (2)
 Represents the amount of "compensation actually paid" to Mr. Ho, as computed in accordance
with SEC rules and does not reflect the actual amount of compensation earned by or paid to Mr. Ho during the applicable year. In accordance
with SEC rules, the following adjustments were made to the total compensation for Mr. Ho set forth in the Summary Compensation Table for
each year to calculate the compensation actually paid. Equity values used in calculating the adjustments values are calculated in accordance
with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at
the time of grant. There were inadvertent computational errors in the equity award adjustments included in our 2023 proxy statement. As
such, we have corrected such adjustments as shown below for 2022.

 Adjustments

 2024
 ($)

 2023
 ($)

 2022

($)

 Summary Compensation Table Total

 3,916,782

 2,512,652

 6,459,924

 Less, value of "Stock Awards" reported in Summary
 Compensation Table

 (2,026,500
)

 —

 (4,210,000
)

 Plus, year-end fair value of outstanding and unvested
 equity awards granted in the year

 1,536,860

 —

 —

 Plus, fair value as of the vesting date of equity awards
 granted and vested in the year

 —

 —

 —

 Plus (less), year over year change in fair value of
 outstanding and unvested equity awards granted in prior years

 (289,016
)

 1,160,111

 (581,672
)

 Plus (less), change in fair value from prior year-end
 to vesting date of equity awards granted in prior
 years that vested in the year

 (91,801
)

 (51,581
)

 (84,180
)

 Compensation Actually Paid

 3,046,325

 3,621,182

 1,584,072

 (3)
 Represents the average of the amounts reported for the NEOs as a group, excluding Mr. Ho as CEO, in the
"Total" column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for these
purposes in each applicable year are as follows: for 2024, 2023, and 2022, Messrs. Forsum and Porter.

 (4)
 Represents the average amount of "compensation actually paid" to the NEOs as a group, excluding
Mr. Ho, as computed in accordance with SEC rules and does not reflect the actual amount of compensation earned by or paid during the applicable
year. In accordance with SEC rules, the following adjustments were made to the average total compensation set forth in the Summary Compensation
Table for each year to calculate the compensation actually paid. Equity values used in calculating the adjustments values are calculated
in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those
disclosed at the time of grant. There were inadvertent computational errors in the equity award adjustments included in our 2023 proxy
statement. As such, we have corrected such adjustments as shown below for 2022.

 Adjustments

 2024
 ($)

 2023
 ($)

 2022($)

 Summary Compensation Table Total

 2,532,338

 1,907,638

 3,949,907

 Less, value of "Stock Awards" reported in Summary
 Compensation Table

 (1,182,882
)

 (149,791
)

 (2,252,548
)

 Plus, year-end fair value of outstanding and unvested
 equity awards granted in the year

 870,521

 179,943

 36,520

 Plus, fair value as of the vesting date of equity awards
 granted and vested in the year

 —

 —

 —

 Plus (less), year over year change in fair value of
 outstanding and unvested equity awards granted in prior years

 (190,978
)

 608,675

 (279,614
)

 Plus (less), change in fair value from prior year-end
 to vesting date of equity awards granted in prior
 years that vested in the year

 (42,384
)

 (18,589
)

 (36,472
)

 Compensation Actually Paid

 1,986,615

 2,527,876

 1,417,792

 (5)
 Cumulative total shareholder return (TSR) is calculated by dividing the sum of the cumulative amount of
dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company's share price at the
end and the beginning of the measurement period by the Company's share price at the beginning of the measurement period. The beginning
of the measurement period for each year in the table is December 31, 2020.

 (6)
 Represents the amount of net income reflected in the Company's audited financial statements for
the applicable year.

 Analysis of the Information Presented in the Pay
Versus Performance Table

 As described in more detail in "Executive Compensation"
above, the Company's executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes
several performance measures to align executive compensation with Company performance, all of those performance measures are not presented
in the Pay Versus Performance table above. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does
not specifically align the Company's performance measures with compensation that is actually paid (as computed in accordance with
SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following descriptions of the relationships
between information presented in the Pay Versus Performance table above.

 Item 12.
 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 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.

 (A)

 (B)

 (C)

 Number Of Securities To Be Issued Upon Exercise Of Outstanding Options, Warrants And Rights(1)

 Weighted-Average Exercise Price Of Outstanding Options, Warrants And Rights(2)

 Number Of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected In Column (A))(3)

 Equity Compensation Plans Approved by Security Holders

 2,416,000

 $
 9.50

 2,703,349

 Equity Compensation Plans Not Approved by Security Holders

 —

 —

 —

 Total

 2,416,000

 —

 2,703,349

 (1)
 This column reflects outstanding RSUs, PSUs (assuming achievement of target performance) and stock options
as of December 31, 2024. Each RSU and earned PSU represents the right to receive one share of common stock.

 (2)
 RSUs and PSUs reflected in column (A) are not reflected in this column as they do not have an exercise
price.

 (3)
 This column reflects the total shares of our common stock remaining available for issuance under the Incentive
Plan as of December 31, 2024.

 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:

 each person known by the Company to be the beneficial owner of more than 5% of the Company's outstanding
common stock;

 each of the Company's named executive officers and directors; and

 all executive officers and directors as a group.

 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.

 Name and Address of Beneficial Owners

 Number of Shares

 Ownership Percentage (%)

 Qin (Joanna) Zhou (1)

 153,491

 *

 Thomas Hartfield (2)

 59,181

 *

 Bruce Frank (3)

 48,405

 *

 Elias Farhat (4)

 272,685

 *

 Mollie Fadule (5)

 84,871

 *

 John Ho (6)

 665,351

 1.8
 %

 Michael Forsum (7)

 619,571

 1.7
 %

 Christopher Porter (8)

 106,031

 *

 Rajinder Singh (9)

 7,153

 *

 Susan Lattmann (10)

 20,454

 *

 All directors and executive officers as a group (11 individuals) (11)

 2,055,198

 5.6
 %

 Ming (Martin) Tian (12)

 6,165,151

 16.9
 %

 Landsea Holdings Corporation (13)

 6,135,151

 16.9
 %

 BlackRock Portfolio Management LLC (14)

 2,477,716

 6.8
 %

 Mill Road Capital III, L.P. (15)

 2,446,467

 6.7
 %

 Brother Pearl Limited (16)

 3,225,578

 8.9
 %

 *
 Less than one percent.

 (1)

 (2)

 (3)

 (4)

 (5)

 (6)
 Includes (i) 84,000 RSUs scheduled to vest as to one-third on each of the first, second and third anniversaries
of May 29, 2024, (ii) 144,578 RSUs scheduled to vest as to one-third on each of the first, second and third anniversaries of February
26, 2025, and (iii) 212,743 shares held in a family trust, and with respect to which Mr. Ho has shared voting and dispositive power. 136,514
of the shares held by Mr. Ho have been pledged as security for indebtedness.

 (7)
 Includes (i) 84,000 RSUs scheduled to vest as to one-third on each of the first, second and third anniversaries
of May 29, 2024 and (ii) 144,578 RSUs scheduled to vest as to one-third on each of the first, second and third anniversaries of February
26, 2025.

 (8)
 Includes (i) 11,160 RSUs scheduled to vest as to one-third on each of the first, second and third anniversaries
of July 30, 2024, (ii) 4,178 RSUs scheduled to vest on April 6, 2026, and (iii) 24,096 RSUs scheduled to vest as to one-third on each
of the first, second and third anniversaries of February 26, 2025.

 (9)
 Includes 7,153 RSUs which are scheduled to vest on June 26, 2025.

 (10)
 Includes
5,888 RSUs which are scheduled to vest on June 26, 2025.

 (11)
 Includes (i) 78,761 RSUs which are scheduled to vest on June 17, 2025, (ii) 13,041
which are scheduled to vest on June 26, 2025, and (iii) 1,641 RSUs which are scheduled to vest on July 30, 2025.

 (12)
 Includes 6,135,151 shares that Mr. Tian may be deemed to beneficially own by virtue of his relationship
to Landsea Holdings, as described in Note 13 below, and 30,000 shares Mr. Tian may be deemed to beneficially own which are held of record
by his spouse. Mr. Tian disclaims beneficial ownership of these shares other than to the extent of any pecuniary interest he may have
therein.

 (13)
 Information based on the Schedule 13D filed by Landsea Holdings, Landsea Green, and Ming Tian (collectively,
the "Landsea Parties") with the SEC on December 11, 2024. Landsea Holdings disclosed voting and dispositive power over 6,135,151
shares. Landsea Holdings is the record holder of these shares. Landsea Holdings is 100% owned indirectly by Landsea Green. Mr. Tian indirectly
beneficially owns approximately 24.99% of Landsea Green through his interest in Tian Family Investment Pte. Ltd. ("Tian Family"),
Greensheid Corporation ("Greensheid"), and Landsea International Holdings Limited ("Landsea International"). Tian
Family is wholly-owned by Mr. Tian. Greensheid is wholly-owned by Landsea International, which in turn is wholly-owned by Landsea Group
(together with Greensheid, Landsea International, and those subsidiaries of Landsea International having a beneficial ownership interest
in Landsea Holdings, the "Landsea Owners"). Mr. Tian is the controlling stockholder of Landsea Group. As a result, each of
the Landsea Owners and Mr. Tian may be deemed to be a beneficial owner of any shares deemed to be beneficially owned by Landsea Holdings.
The Landsea Owners and Mr. Tian disclaim beneficial ownership of these shares other than to the extent of any pecuniary interest they
may have therein. The business address for the Landsea Owners and Mr. Tian is Landsea Group Co., Ltd, Building 5, Lane 280, Linhong Road,
Changning District, Shanghai, China 200335.

 (14)
 Information based on the Schedule 13G/A filed by BlackRock Portfolio Management LLC ("BlackRock
PM") with the SEC on April 15, 2025. BlackRock PM disclosed sole voting and dispositive power over 2,444,891 shares. The business
address for BlackRock PM is 50 Hudson Yards, New York, NY 10001.

 (15)
 Information based on the Schedule 13D filed by Mill Road Capital III, L.P. ("Mill Road"),
Mill Road Capital III GP LLC ("Mill Road GP") and Thomas E. Lynch (collectively, the "Mill Road Parties") with
the SEC on March 4, 2024. Mill Road disclosed voting and dispositive power over 2,446,467 shares. Mill Road is the record holder of these
shares. Mr. Lynch is a Management Director of Mill Road GP and Mill Road GP is the sole general partner of Mill Road. As a result, each
of the Mill Road Parties may be deemed to be a beneficial owner of any shares deemed to be beneficially owned by Mill Road. The Mill Road
Parties disclaim beneficial ownership of these shares other than to the extent of any pecuniary interest they may have therein. The business
address for the Mill Road Parties is 334 Pemberwick Road, Second Floor, Greenwich, CT 06831.

 (16)
 Information based on the Schedule 13G filed by Brother Pearl Limited ("Brother Pearl") and
Jian Jun Yu (collectively, the "Brother Pearl Parties") with the SEC on December 13, 2024. Brother Pearl disclosed shared
voting and dispositive power over 3,225,578 shares. Brother Pearl is the record holder of these shares. Mr. Yu directly owns Brother Pearl.
As a result, each of the Brother Pearl Parties may be deemed to be a beneficial owner of any shares deemed to be beneficially owned by
Brother Pearl. The business address for the Brother Pearl Parties is 910-8400 West Road, Richmond, BC, Canada, V6X 1T6.

 Item 13.
 Certain Relationships and Related Transactions, and Director Independence

 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.

 Item 14.
 Principal Accountant Fees and Services

 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.

 For The Year Ended
 December 31, 2024

 For The Year Ended
 December 31, 2023

 Audit Fees(1)

 $
 3,204,943

 $
 2,686,437

 Audit-Related Fees(2)

 $
 —

 $
 —

 Tax Fees

 $
 —

 —

 All Other Fees(3)

 $
 4,103

 $
 3,790

 Total

 $
 3,209,046

 $
 2,690,227

 (1)
 Audit fees are the aggregate fees billed or expected to be billed for each of fiscal years 2024 and 2023
for professional services rendered by the principal accountant for the audit of the annual financial statements, review of quarterly financial
statements, and other SEC registration statement and consent services.

 (2)
 Audit-related fees are the aggregate fees billed or expected to be billed for each of fiscal years 2024
and 2023 for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or
review of our financial statements.

 (3)
 All other fees are the aggregate fees billed or expected to be billed for each of fiscal years 2024 and
2023 for products and services provided by the principal accountant, including a subscription fee for access to Deloitte & Touche
LLP's professional literature guide online.

 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

 Item 15.
 Exhibits and Financial Statement Schedules

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

 3. Exhibits

 See exhibits listed under Part (b) below.

 (b) Exhibits

 Exhibit Number

 Exhibit Description

 31.1*

 Certification of John Ho, Chief Executive Officer of Landsea Homes Corporation, pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934

 31.2*

 Certification of Chris Porter, Chief Financial Officer of Landsea Homes Corporation, pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934

 101 INS*

 101 SCH

 101 CAL

 101 DEF*

 101 LAB

 101 PRE*

 *
 Filed herewith.

 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.

 Landsea Homes Corporation

 Date: April 29, 2025

 By:

 /s/ John Ho

 Chief Executive Officer

 (Principal Executive Officer)