SCHEDULE: Lennar Completes Millrose Properties Class A Stock Exchange Offer

Lennar Corporation has finalized its exchange offer, divesting nearly all of its Class A common stock in Millrose Properties, Inc.

Summary

• Lennar Corporation announced the final results of its previously announced offer to exchange its approximately 20% ownership of Millrose Properties, Inc. Class A common stock on November 26, 2025.
• Lennar exchanged 33,298,754 shares of Millrose Class A Common Stock.
• In return, Lennar received 8,049,594 shares of Lennar Class A Common Stock.
• The exchange ratio for the transaction was 4.1367 shares of Millrose Class A Common Stock per share of Lennar Class A Common Stock.
• Lennar now retains only 1,794 shares of Millrose Class A Common Stock, which represents 0.0% of the total outstanding Class A shares.
• Lennar also retains 7,063 shares of Millrose Class B Common Stock, which were not included in the exchange offer and are not convertible into Class A shares at Lennar's election.
• The retained shares of Millrose Class A and Class B Common Stock were forfeited back to Lennar by certain employees who received such shares on their unvested Lennar restricted stock awards in connection with the Millrose spin-off transaction.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. The filing reports the successful completion of a previously announced strategic transaction (divestiture) by Lennar, which is generally a positive for executing corporate strategy. For Millrose, it signifies a major shareholder's exit, which can be viewed neutrally or with slight concern depending on the market's interpretation of Lennar's rationale.

Positives

• Lennar successfully completed its previously announced exchange offer, effectively divesting its significant stake in Millrose Properties, Inc.
• The transaction allows Lennar to streamline its investment portfolio and potentially reallocate capital to core business operations.

Negatives

• Lennar's beneficial ownership in Millrose Class A Common Stock has been reduced to 0.0%, indicating a near-complete exit from its prior significant stake.

Risks

• No new specific risks are detailed in this amendment. The filing primarily reports the completion of a transaction.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance beyond the completion of the announced transaction.

Management Comments

• Lennar Corporation, through its Assistant Secretary Mark Liberman, certified the information set forth in this statement as true, complete, and correct to the best of their knowledge and belief.

Industry Context

This transaction represents a significant divestiture by Lennar Corporation, a major homebuilder, from its investment in Millrose Properties, Inc. Such strategic moves often reflect a company's decision to focus on core operations or reallocate capital, potentially impacting the market perception of both companies within the real estate and construction sectors.

Comparison to Industry Standards

• This filing details the completion of a specific exchange offer, which is a corporate action rather than a performance metric. Therefore, direct comparison to industry-standard operational or financial benchmarks for specific companies or projects is not applicable. The exchange ratio of 4.1367 shares of Millrose Class A Common Stock per share of Lennar Class A Common Stock is specific to this transaction and its underlying valuation.

Stakeholder Impact

• Shareholders (Lennar): The transaction allows Lennar to streamline its portfolio and potentially reallocate capital, which could be beneficial.
• Shareholders (Millrose): The significant reduction in Lennar's ownership could alter the shareholder base and potentially increase the free float of Millrose Class A Common Stock.
• Employees (Lennar/Millrose): The filing mentions shares forfeited by employees from unvested Lennar restricted stock awards related to the Millrose spin-off, indicating a past impact on employee equity.

Next Steps

• No explicit future actions or milestones are mentioned in this amendment beyond the completion of the exchange offer.

Key Dates

Keywords

Lennar Corporation, Millrose Properties, Exchange Offer, Class A Common Stock, Schedule 13D, Divestiture, Share Exchange, Beneficial Ownership